General Terms and Conditions for “LOGISTIQO”.

1. Scope of Application, Subject Matter of the Agreement

1.1 Application to “LOGISTIQO”

These General Terms and Conditions (hereinafter referred to as the “GTC”) apply to all agreements between Logistiqo GmbH and the customer concerning the use of the “LOGISTIQO” software. LOGISTIQO is a web-based transport management system designed to support efficient and professional logistics processes throughout the entire supply chain, including in particular order processing, dispatching, warehouse management and accounting. These GTC also apply to additional services in connection with LOGISTIQO, unless the applicability of the “General Terms and Conditions of Logistiqo GmbH for Services” (“GTC-Services”) has been agreed in the respective individual order. Provisions of an individual agreement shall take precedence over the respective provisions of these GTC or the GTC-Services.

1.2 Subject Matter and Scope of Services

The subject matter of the agreement is the provision of the online transport management system “LOGISTIQO” for use by the customer via an internet connection and web browser against payment for the agreed contractual term.

Authorized users (“Users”) are provided with the technical ability to access the software, which is hosted on a server operated by Logistiqo GmbH or by a service provider commissioned by Logistiqo GmbH, via an internet connection and web browser and to use the software functionalities in accordance with the contractual agreements for the duration of the contractual term.

The customer books the required number of licenses. As a general rule, one license is required per User. “Administrators” and “internal Users” are employees of the customer; “external Users” may in particular be employees of the customer’s customers or subcontractors. Only licensed Users whose names are stored in the system are authorized to access the software.

The scope of services for each licensed User and the system requirements are determined by the service description agreed at the time the agreement is concluded. The customer may optionally order additional chargeable premium functions and other additional services in addition to the standard functions.

Logistiqo GmbH provides LOGISTIQO in its current software version and is entitled to further develop the software and make reasonable technical or functional changes, in particular where such changes are required due to technical developments, security requirements, statutory or regulatory requirements or changes to third-party services used in providing the service. The contractually agreed ability to use the software and essential core functionalities may not be unreasonably impaired as a result.

If apps are booked, the corresponding number of licensed Users is entitled to use the respective app as intended for the booked duration in accordance with the number of apps booked.

LOGISTIQO is available to the customer in the languages offered by Logistiqo GmbH from time to time.

The set-up provided by Logistiqo GmbH includes the technical configuration and activation of the system for the customer, in particular the activation of LOGISTIQO for use of the agreed standard and premium functions for the booked number of Administrators and Users. Unless otherwise agreed, no further services are included in the set-up.

Activation as part of the set-up shall be deemed completed as soon as LOGISTIQO has been made technically available for use by the customer, irrespective of whether other cooperation obligations of the customer have already been fully performed.

On-site services at the customer’s premises are not owed unless separately agreed.

1.3 User Accounts, Authorized Users

Each User receives an individual password-protected user account.

No more Users may be created and activated than the number of corresponding licenses booked. A User’s access credentials are personal and non-transferable. Identical access credentials may not be used by more than one person.

In the event of personnel changes or for other operational reasons, the customer may have an existing license reassigned to another User to be designated by name. The User previously registered for that license loses access authorization following the reassignment.

The respective licensed User may log in to their user account using their personal access credentials. The User has the permissions corresponding to their agreed User type and the scope of functions booked for that User.

1.4 Availability

Logistiqo GmbH provides the software with an availability of 99% on an annual average, excluding agreed maintenance periods or maintenance periods specified below as well as periods during which unavailability is outside the responsibility of Logistiqo GmbH.

Logistiqo GmbH is entitled to carry out maintenance work between 11:00 p.m. and 3:00 a.m. German local time for a total of up to five hours per calendar month. During such maintenance work, the software may temporarily be unavailable or only available to a limited extent.

In addition, Logistiqo GmbH is entitled to temporarily interrupt availability insofar as this is necessary for required maintenance, security or update measures. Planned interruptions shall, where possible, be announced to the customer in advance.

For the purposes of these GTC, availability means the technical usability of LOGISTIQO at the handover point for use by authorized Users. The handover point is the router output of the data center in which the software is hosted.

1.5 Customer Service (Support)

Customer service is available to licensed Administrators by email or telephone from Monday to Friday, excluding statutory public holidays at the registered office of Logistiqo GmbH, between 9:00 a.m. and 5:00 p.m. German local time for the receipt of fault reports.

1.6 Additional Services

Additional services must be ordered separately. These include, in particular, training, individual customizations and the remedy of errors or disruptions for which Logistiqo GmbH is not responsible.

2. Conclusion of the Agreement

2.1 Offers made by Logistiqo GmbH are directed exclusively at customers who are entrepreneurs. An entrepreneur within the meaning of these GTC is any natural or legal person or partnership with legal capacity that, when concluding the legal transaction, acts in the exercise of its independent professional or commercial activity. By submitting its contractual declaration, the customer confirms that it is acting as an entrepreneur.

2.2 Product presentations, service descriptions and price lists of Logistiqo GmbH are non-binding unless they are expressly incorporated into a contractual agreement or an offer expressly designated as binding.

2.3 Agreements are concluded by offer and acceptance subject to these GTC. Where the agreement is concluded through an electronic registration or ordering process, the customer submits a binding offer to conclude the agreement upon completion of the registration or ordering process. The agreement is concluded upon acceptance of this offer by Logistiqo GmbH. Acceptance may in particular take place by means of an electronic order or registration confirmation, an express declaration of acceptance or by activation and provision of LOGISTIQO. Any deviating provisions contained in an individual offer or individual agreement remain unaffected.

3. Remuneration; Payment Terms

3.1 Remuneration is calculated from the date the agreement is concluded or from the individually agreed commencement date of the rental or service period, unless otherwise agreed.

3.2 The monthly remuneration is payable, beginning on the agreed commencement date, on a pro rata basis for the remainder of the current calendar month where applicable. Thereafter, the monthly remuneration shall be payable monthly in advance for each calendar month, unless a different billing method has been agreed. Where a price must be calculated for part of a calendar month, it shall be calculated at 1/30 of the monthly price for each day.

3.3 The remuneration is determined by the prices agreed at the time the agreement is concluded, unless otherwise agreed. All prices are net prices in euros and are subject to the applicable statutory value added tax.

3.4 Logistiqo GmbH is entitled to adjust the agreed recurring remuneration with effect for future contractual or renewal periods. Price changes shall be communicated to the customer in text form before they become effective.

A price increase shall not become effective during an ongoing contractual period, but no earlier than at the beginning of the following contractual or renewal period.

In the event of a price increase, the customer is entitled to terminate the agreement extraordinarily, with effect as of the date on which the price increase becomes effective, by giving notice before the price increase takes effect. The customer shall be informed of this termination right in the notification of the price increase.

3.5 Where additional services have been agreed, these shall be invoiced based on the effort involved at the agreed hourly or daily rate unless a fixed price has been agreed. Hourly rates are charged for each commenced hour unless otherwise agreed. A daily rate relates to eight hours. If more than eight hours are performed in one day, the additional services shall be invoiced separately on a pro rata basis.

3.6 Invoices are due for payment immediately upon receipt unless a different due date is specified on the invoice or in the individual agreement. Payment shall be made using the payment method agreed in each case, in particular by SEPA direct debit or credit card. The customer is obliged to keep the billing, contact and payment information required for invoicing up to date and to ensure that an agreed payment method can be used for payments when due.

3.7 A payment shall be deemed received once the corresponding amount has been credited to an account of Logistiqo GmbH. In the event of payment default, Logistiqo GmbH is entitled to claim statutory default interest, statutory lump-sum amounts as well as any other recoverable losses caused by the default and reasonable costs of legal enforcement. Any further statutory and contractual rights of Logistiqo GmbH remain unaffected.

3.8 If the customer is in default with payment obligations due to Logistiqo GmbH to a more than insignificant extent, Logistiqo GmbH is entitled, following prior notice, to temporarily suspend the customer’s and its Users’ access to LOGISTIQO, in whole or in part, insofar as such suspension is proportionate taking into account the interests of both parties. The temporary suspension shall not constitute termination or any other ending of the contractual relationship. Any further statutory and contractual rights remain unaffected.

3.9 The customer may only set off claims against claims of Logistiqo GmbH if the customer’s counterclaims are undisputed, have been finally determined by a court or arise from the same contractual relationship.

4. Cooperation and Obligations of the Customer

4.1 The customer shall ensure that all cooperation required for the performance of the contractual services is provided in a timely manner at its own expense. In particular, the customer shall provide Logistiqo GmbH in good time with the information required for provision of the services, designate the intended Users and ensure the contractually compliant condition of its hardware, required operating system, required browser, internet access and online connection. The customer or respective licensed User shall install booked apps on the intended end devices, unless otherwise agreed.

The customer is responsible for the data connection between the workstations or end devices intended for use and the handover point.

4.2 The customer is in particular obliged to
- keep access IDs and passwords secure and protected against access by unauthorized third parties and not disclose them to unauthorized persons;
- ensure that a User’s access credentials are used exclusively by the licensed User registered by name in the software;
- ensure that copyrights, industrial property rights, data protection rights and other third-party rights are observed when using LOGISTIQO and that any required consent or other legal basis is available;
- ensure that the required legal basis under data protection law exists insofar as the customer processes personal data when using LOGISTIQO;
- indemnify Logistiqo GmbH against claims by third parties arising from unlawful use of the software attributable to the customer or from an infringement of third-party rights attributable to the customer;
- take appropriate measures to protect against malware prior to transmitting files and information and use security measures corresponding to the state of the art;
- regularly back up, according to the level of risk, the data relevant to the customer and exportable using the functions provided, insofar as such separate backup is necessary to comply with the customer’s statutory or operational retention and backup obligations.

The customer shall impose corresponding obligations on its Users insofar as this is necessary for their use of LOGISTIQO.

4.3 The customer shall take reasonable precautions for the event that the software is temporarily not functioning properly or is unavailable. Such precautions may in particular include separate backups, operational contingency procedures, fault diagnostics and regular checks of processing results.

4.4 The customer is obliged to ensure, by means of appropriate organizational or contractual measures, that LOGISTIQO is used by its Users in accordance with its intended purpose and the contractual provisions.

4.5 Content stored by the customer or its Users in the storage space provided for the customer may be protected by copyright and data protection law. The customer grants Logistiqo GmbH the rights required for the contractual provision of LOGISTIQO, in particular to store, technically reproduce and process such content, make it available to the customer and its authorized Users via the internet, and reproduce it for backup purposes.

5. Grant of Rights of Use

5.1 Logistiqo GmbH grants the customer a simple, non-exclusive right, limited in time to the duration of the contractual relationship, to access LOGISTIQO by means of telecommunications and to use the software functionalities as intended or to have them used by authorized Users. No more Users may use LOGISTIQO through personal user accounts than the number of licenses contractually agreed. Only licensed Users registered by name in the software are authorized to use LOGISTIQO. The authorization relates to the scope of functions booked for the respective User. The customer does not receive any further rights, in particular to the source code or the underlying software.

5.2 Rental, sublicensing or any other transfer or provision of access to LOGISTIQO to unlicensed third parties or unlicensed Users is not permitted, irrespective of whether such transfer or access is provided for payment or free of charge. If apps are booked, the corresponding number of licensed Users is entitled to use the respective app as intended on the designated end devices for the booked duration in accordance with the number of apps booked.

5.3 Logistiqo GmbH holds the exclusive rights of use to custom programming and other individual customizations unless expressly agreed otherwise in an individual case. The customer is granted the rights required for contractual use for the duration of the contractual relationship in accordance with the preceding provisions.

5.4 The customer is not entitled to use LOGISTIQO beyond the use permitted under the contractual agreement, allow third parties to use it or make it accessible to third parties.

6. Liability

Logistiqo GmbH shall be liable for contractual, quasi-contractual and statutory claims, including tort claims, for damages and reimbursement of expenses in accordance with the following provisions:

6.1 Logistiqo GmbH shall be liable without limitation on any legal basis
- in cases of intent, fraudulent conduct or gross negligence;
- in cases of intentional or negligent injury to life, body or health;
- on the basis of a guarantee, unless otherwise provided in relation to such guarantee;
- on the basis of mandatory statutory liability, in particular under the German Product Liability Act.

6.2 If Logistiqo GmbH negligently breaches a material contractual obligation, liability shall be limited to the damage typical for the contract and foreseeable at the time the agreement was concluded, unless liability is unlimited pursuant to Section 6.1. Material contractual obligations are obligations whose fulfillment is essential for the proper performance of the agreement and on compliance with which the contractual partner may regularly rely.

6.3 In all other respects, liability of Logistiqo GmbH is excluded to the extent permitted by law.

6.4 The preceding provisions do not alter the statutory burden of proof to the detriment of the customer.

6.5 The preceding liability provisions shall apply accordingly to the legal representatives, employees and vicarious agents of Logistiqo GmbH.

7. Contract Term and Termination

7.1 Contract Term and Ordinary Termination

12-month term: The agreement enters into force upon conclusion of the agreement or on the agreed commencement date and continues for an indefinite period. It has a minimum term of twelve months from the commencement date. The agreement may first be terminated by giving three months’ notice to the end of the minimum term. After expiry of the minimum term, or after expiry of each subsequent twelve-month period, the agreement shall automatically renew for a further twelve months unless terminated by either party by giving three months’ notice to the end of the respective twelve-month period.

1-month term: The agreement enters into force upon conclusion of the agreement or on the agreed commencement date and continues for an indefinite period. It has a minimum term of one month from the commencement date. The agreement may first be terminated by giving one week’s notice to the end of the minimum term. Thereafter, the agreement shall automatically renew for a further contractual month unless terminated by either party by giving one week’s notice to the end of the respective contractual month.

Additional Administrators or Users may be booked at any time. Unless otherwise agreed, the same contractual terms and termination dates as for the underlying main agreement shall generally apply to them. Premium functions, apps and other additional services may be booked in accordance with the respective agreement.

7.2 The right of either party to terminate the agreement for good cause remains unaffected. Good cause for Logistiqo GmbH may in particular exist if the customer, despite payment being due, a payment request having been issued and the unsuccessful expiry of a reasonable deadline, remains in default with payment obligations to a more than insignificant extent, or if the customer permits third parties to access LOGISTIQO in breach of the agreement and is responsible for such breach. Insofar as prior warning or setting of a deadline is required under applicable statutory provisions, termination for good cause shall generally only take place following the unsuccessful expiry thereof. Statutory circumstances in which prior warning or setting of a deadline is dispensable remain unaffected.

7.3 Ordinary terminations by the customer must be submitted exclusively via the “Contract Termination” function provided for this purpose within the LOGISTIQO administration interface. The relevant time for determining whether termination has been submitted in due time is the time at which the termination process has been successfully completed via this function and confirmed by LOGISTIQO. Terminations submitted by email, fax, letter or by any other means do not satisfy the contractually agreed form requirement for ordinary termination. If the termination function provided for this purpose is temporarily unavailable for technical reasons attributable to Logistiqo GmbH and the customer is therefore unable to submit the termination via LOGISTIQO within the applicable deadline, termination may exceptionally be declared in text form. The right of either party to terminate the agreement for good cause remains unaffected.

7.4 Upon termination of the contractual relationship, the customer’s and its Users’ authorization to use LOGISTIQO generally ends. Access credentials may be deactivated from that time and access to LOGISTIQO may be blocked.

The customer is responsible for exporting and independently backing up, in good time before termination of the contractual relationship, any data required by the customer that can be exported using the functions provided.

Logistiqo GmbH is entitled to delete customer data within a reasonable period following termination of the contractual relationship, unless statutory retention obligations or other legal grounds require continued storage.

Any mandatory statutory rights of the customer regarding data retrieval, data transfer, portability or switching of providers remain unaffected.

8. Confidentiality; Data Protection

8.1 Logistiqo GmbH and the customer are obliged to keep confidential all confidential information as well as business and trade secrets of the respective other party obtained in connection with the contractual relationship, not to disclose such information to unauthorized third parties and to use it exclusively for the contractually intended purposes.

This obligation does not apply to information that is demonstrably publicly known or becomes publicly known without breach of a confidentiality obligation, was already lawfully known to the receiving party or was lawfully disclosed to the receiving party by a third party authorized to do so. Statutory disclosure and information obligations remain unaffected.

8.2 The parties shall comply with the applicable data protection provisions.

Insofar as Logistiqo GmbH processes personal data on behalf of the customer, it acts as a processor. Where required, the parties shall enter into a data processing agreement in accordance with the applicable statutory requirements.

With regard to personal data processed by the customer in connection with the use of LOGISTIQO, the customer remains responsible for the lawfulness of the collection and processing of such data, the lawfulness of its instructions and compliance with the data protection obligations applicable to it as controller.

Logistiqo GmbH processes personal data under its own responsibility insofar as this is necessary and permitted under applicable data protection law, in particular for the initiation, performance and administration of the contractual relationship, invoicing and payment processing, customer service, IT and system security, compliance with legal obligations or the establishment, exercise or defense of legal claims.

Further information regarding the processing of personal data is set out in the applicable data protection information of Logistiqo GmbH and, where applicable, in the data processing agreement.

9. Final Provisions

9.1 The incorporation of the customer’s own general terms and conditions or other terms is rejected unless their applicability has been expressly agreed. These GTC shall also apply exclusively where Logistiqo GmbH performs services without express reservation despite being aware of conflicting or deviating terms of the customer.

9.2 All legal relationships between the parties shall be governed by the laws of the Federal Republic of Germany, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

9.3 The place of performance is the registered office of Logistiqo GmbH. If the customer is a merchant, a legal entity under public law or a special fund under public law with its registered office within the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising out of or in connection with this contractual relationship shall be the registered office of Logistiqo GmbH. If the customer has its registered office outside the territory of the Federal Republic of Germany, the registered office of Logistiqo GmbH shall be the exclusive place of jurisdiction for all disputes arising out of or in connection with this contractual relationship, insofar as the agreement can be attributed to the customer’s professional or commercial activities. In the aforementioned cases, Logistiqo GmbH shall additionally be entitled to bring proceedings against the customer at the customer’s general place of jurisdiction.

9.4 The contract language is German.

Last updated: 13.08.2026