General Terms and Conditions for "LOGISTIQO"
1. Scope of application, subject of the Agreement
1.1 Applicability for "LOGISTIQO"
These General Terms and Conditions (hereinafter referred to as "GTC") apply to all contracts between Logistiqo GmbH and the Customer regarding the use of the software "LOGISTIQO." LOGISTIQO is a web-based transport management system which comprehensively supports the logistics process throughout the supply chain as a tool for efficient and professional logistics (order processing and planning, warehouse management, track and trace, accounting and much more).
1.2 Subject of the Agreement
The subject of the Agreement is the provision of the online transport management system "LOGISTIQO" for use by the Customer via Internet connection through a browser in consideration of a fee for the agreed term.
The authorized user ("User") is granted the technical possibility to access the software hosted on a server of Logistiqo GmbH, or of a third party commissioned by Logistiqo GmbH, via Internet connection using a browser, and to use the functionalities of the software within the scope of the contractual agreements for the duration of the contractual term.
The customer books the required number of licenses (one license per user). "Administrators" and "internal users" are employees of the customer, "external users" are employees of customers or subcontractors of the customer. Only licensed users whose name is stored in the system are authorized to access. The scope of services for each licensed user and the system requirements result from the service description at www.logistiqo.com. The customer has the option of ordering additional paid premium functions and other additional services in addition to the standard functions. Logistiqo GmbH provides the software in the current program version.
When booking Android apps, the number of licensed users based on the number of apps booked is entitled to use the app as intended for the duration booked.
LOGISTIQO is available to the customer in German or English, according to his choice.
The set-up by Logistiqo GmbH includes the technical setup and activation of the system for the customer (activation of LOGISTIQO for the use of the standard and booked premium functions for the booked number of administrators and users). Unless otherwise agreed, no further services are part of the set-up. The activation as part of the set-up is deemed to have taken place regardless of whether the customer has otherwise contributed.
On-site services at the customer are not owed, unless agreed.
1.3 User accounts, authorized Users
The setup, unlocking and administration of the Users specified by the Customer are carried out by Logistiqo GmbH. Each User (natural persons specified by name) receives their own, password-protected user account.
As many Users can be set up, unlocked and use "LOGISTIQO" as licenses have been booked. The access data of a User (username and password) are unique and non-transferable. Identical access data may not be used by multiple persons, but exclusively by the licensed, registered User. The Customer is free to have an existing license transferred to the name of the new User in case of personnel changes or for other operational reasons. The User previously registered for this license will be deleted by overwriting and will no longer have access to the software.
Users can access "LOGISTIQO" via their subdomain. The respective licensed User can log in to their user account by entering their username and personal password. Permissions are granted according to User type (e.g. administrator, internal User, external User, app User).
Logistiqo GmbH provides the software with an availability of 95% on an annual average, less downtime for maintenance. Logistiqo GmbH is entitled to perform maintenance work between 11:30pm and 03:00am Central European Time Zone (CET) for a total of five hours per calendar month. During maintenance work, the software is not available for use. In addition, Logistiqo GmbH may interrupt availability for a defined period of time in advance, in consultation with the Customer, in order to carry out maintenance work. The Customer will not unreasonably refuse to consent to such interruptions.
The parties understand availability to mean the technical usability of "LOGISTIQO" at the transfer point for use by the authorized User. It refers to the functionalities at the transfer point specified in the functional scope at www.logistiqo.de. The transfer point is the router output of the data center in which the software is hosted.
Customer service (support)
Customer service is available to licensed administrators by email and by phone in case of User questions and to except error reports on business days from Mon-Fri, except holidays in Bavaria, from 09:00am to 05:00pm (CET).
1.6 Additional services
Additional services must be commissioned separately (e.g. training courses, individual customization, elimination of errors that are not attributable to Logistiqo GmbH).
2. Conclusion of the Agreement
2.1 Offers of Logistiqo GmbH apply exclusively for Customers who are entrepreneurs. An entrepreneur within the meaning of these GTC is any natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of their trade, business or profession (Section 14 of the German Civil Code (BGB)). By submitting their declaration to enter into the Agreement, the Customer declares that they are acting as an entrepreneur.
2.2 Product presentations and price lists of Logistiqo GmbH are non-binding as long as they do not become the content of a contractual agreement or an offer to the Customer specified as binding.
2.3 Contracts come about through offer and acceptance under the application of these GTC. The customer registers at www.logistiqo.com bindingly for the rental of the Logistiqo software. The contract under the validity of these General Terms and Conditions is concluded when the customer confirms the registration.
3. Remuneration; payment arrangements
3.1 The remuneration is calculated from the conclusion of the Agreement, unless otherwise agreed.
3.2 The monthly remuneration shall be payable on a pro rata basis, beginning with the day of conclusion of the Agreement, for the remainder of the calendar month. Thereafter, the monthly remuneration is to be paid in advance each calendar month. If a price is to be invoiced for parts of a calendar month, this shall be calculated for each day at 1/30 of the monthly price.
3.3 The remuneration is determined according to the valid prices at the time of the conclusion of the Agreement, unless otherwise agreed. Prices are euro prices and are subject to the applicable statutory value-added tax.
3.4 Insofar as additional services are agreed, these shall be invoiced according to the agreed hourly or daily rate, unless a fixed price has been agreed (e.g. one time set-up fee). The hourly rates are invoiced for each quarter of an hour (15 minutes). A daily rate refers to 8 hours.
3.5 The remuneration is payable immediately upon receipt of the invoice by direct debit or credit card.
3.6 A payment is deemed to have been received as soon as the corresponding value has been credited to an account of Logistiqo GmbH. In the event of a delay in payment, Logistiqo GmbH is entitled to interest on arrears in the amount of 5 percentage points above the base rate. The statutory rights of Logistiqo GmbH in the event of a default of payment by the Customer remain unaffected.
3.7 The offsetting of claims of the Customer with claims due to Logistiqo GmbH is only permissible if the claims of the Customer are undisputed or legally established.
4. Cooperation and duties of the Customer
4.1 The Customer shall ensure that their cooperation that is required for the fulfillment of the contractual services is provided at their expense in good time. In particular, they shall furnish the necessary information to Logistiqo GmbH for the provision of the contractual services, including the specification of the Users, and ensure the contractual condition of their hardware, the required operating system, the required browser, their Internet access and the online connection. The installation of booked apps for devices is carried out by the Customer or the licensed external User themselves (e.g. installation of the Warehouse app on Customer devices).
The customer is responsible for the data connection between the workstations / end devices intended for use and the transfer point (router exit of the data center in which LOGISTIQO is hosted).
4.2 The Customer is obligated
- to carefully store access codes and passwords protected from third party access and not to disclose them to unauthorized persons. Adequate protection against misuse must be ensured and the Users must be obliged accordingly.
- to ensure that the access data of a User (username and password) are used exclusively by the licensed User registered by name in the software. Identical access data may not be used by multiple persons, but exclusively by the licensed User.
- to ensure that copyrights and industrial property rights are observed (e.g. in the case of the use of texts, photos and data of third parties on servers of Logistiqo GmbH) and any necessary consent has been obtained from third parties. The Users must be obliged accordingly;
- to obtain the necessary consent from the respective person concerned to the extent personal data is collected, processed or used within the framework of the use of the software and are no statutory criteria permitting this;
- to indemnify Logistiqo GmbH from claims of third parties which are based on the unlawful use of the software by them or with their approval, or which result from data protection, copyright or other legal issues connected with the use of the software, to the extent this is attributable to the Customer.
- to check data and information for viruses prior to transmission and to use state-of-the-art antivirus programs. The Users must be obliged accordingly;
- to back up the data transmitted to Logistiqo GmbH regularly and risk-appropriately, but at least once a week, and to create separate backup copies in order to ensure their reconstruction in case of loss of data and information; this applies correspondingly to existing data of the Customer in the system of Logistiqo GmbH, which can be backed up by download.
4.3 The Customer will make reasonable arrangements (e.g. by daily, at least once weekly data backup, error diagnosis, regular checking of data processing results) in the event that the software is not working properly.
4.4 The Customer is obligated to ensure, by appropriate contractual agreements with the Users, that "LOGISTIQO" is used by the Users as intended and contractually agreed. They shall also ensure that sections 4.1 to 4.3 and 7.4 sentence 3 hereof are complied with.
4.5 The content stored by the customer / user in the storage space intended for him may be protected by copyright and data protection law. The customer hereby grants Logistiqo GmbH the right to make the content stored on the server accessible to the customer when it is queried via the Internet and, in particular, to reproduce and transmit it for this purpose and to be able to reproduce it for the purpose of data backup.
5. Grant of use rights
5.1 Logistiqo GmbH grants the Customer a simple (non-exclusive) right, limited in time to the term of this Agreement, to access LOGISTIQO by means of telecommunications (Internet connection) and to use the functionalities of the software according to the intended use and by authorized Users. Here, only as many Users as may use the "LOGISTIQO" via their personal User account as licenses have been contractually agreed. The Customer shall not be granted any additional rights, in particular to the software or the operating software.
5.2 Rental and other transfer or making available to unlicensed third parties or to unlicensed users is not permitted, regardless of whether for a fee or free of charge. Source / object code of the software is not provided. When booking Android apps, however, the number of licensed users in accordance with the number of apps booked is entitled to install the app for the booked duration in the object code on a device and to use it as intended.
5.3 Logistiqo GmbH has the exclusive rights of use to special programming and other individual adjustments. For the duration of the contract, the customer is granted the rights in accordance with Clauses 5.1 and 5.2.
5.4 The Customer is not entitled to use the software beyond the permitted use according to the contractual agreement or to allow it to be used by third parties or to make it accessible to third parties.
Logistiqo GmbH is liable as follows under all contractual, contract-like and statutory, including tortious, claims for damages and expenses as follows:
6.1 Logistiqo GmbH is liable without limitation regardless of the legal reason
- in case of intent, malice or gross negligence;
- for injury to life, limb or health caused with intent or negligence;
- on the basis of a warranty undertaking, unless otherwise stipulated;
- due to mandatory statutory liability such as under the German Product Liability Act.
6.2 If Logistiqo GmbH negligently violates a material contractual obligation, liability is limited to the typical foreseeable damage for this type of contract, insofar as no unrestricted liability is assumed in accordance with section 6.1 above. Material contractual obligations are obligations which the Agreement imposes on the offeror according to its content in order to achieve the contractual purpose, the fulfillment of which allows the proper execution of the Agreement in the first place and on which the Customer may regularly rely.
6.3 Any other liability of Logistiqo GmbH is excluded.
6.4 This does not entail a change in the burden of proof to the detriment of the Customer.
6.5 The above provisions shall also apply with regard to the liability of Logistiqo GmbH for its vicarious agents and legal representatives.
7. Term of the Agreement and termination
7.1 Contract term
- 12 month subscription: The Agreement has a minimum term of 12 months from conclusion of the Agreement. It is extended by a further 12 months at the end of the minimum term or at the end of the respective 12-month period if it is not terminated by one of the Parties before the end of the 12-month period, subject to a 3-month notice period.
- 1 month subscription: The Agreement has a minimum term of 12 months from conclusion of the Agreement. It is extended by a further 1 month at the end of the minimum term or at the end of the respective 1-month period if it is not terminated by one of the Parties before the end of the 1-month period, subject to a 1-week notice period.
Additional Users can be booked at any time. For these, the same term applies.
7.2 The right of either Party to extraordinary termination for good cause remains unaffected. Logistiqo GmbH is in particular entitled to extraordinary termination if the Customer is in arrears with a payment after the second reminder for more than 30 days, or grants access to third parties in breach of contract and is responsible for this.
7.3 Notice of termination must be in writing.
7.4 Upon termination, the access data of the Customer and the User are no longer active and access to the software is blocked. Customer data will be deleted by Logistiqo GmbH no later than four weeks after termination, provided there is no statutory retention obligation of Logistiqo GmbH. The Customer and the User are required to export and back up their data themselves before terminating the Agreement if they require these after the termination (e.g. due to statutory archiving obligations). Logistiqo GmbH also undertakes to hand over the Customer data and the uploaded documents upon effectiveness of the termination and at the request of the Customer.
8. Confidentiality; data protection
8.1 Logistiqo GmbH and the Customer are obliged to maintain the confidentiality of all confidential information, business and trade secrets obtained within the framework of the contractual relationship, in particular not to disclose them to third parties or to use them for other than contractual purposes.
8.2 If the Customer collects, processes or uses personal data itself or through Logistiqo GmbH, the Customer is responsible for the authorization to do so according to the applicable regulations, especially under data protection law. Insofar as the data to be processed are personal data, this constitutes contract data processing, and Logistiqo GmbH will observe the Customer's instructions (e.g. for the compliance with deletion and blocking obligations). The instructions must be communicated in good time in writing. In the event of the existence of a contract data processing relationship, it is clarified that the Customer remains "master of the data" both generally in the contract relationship as well as in the sense of data protection law (Section 11 of the German Federal Data Protection Act (BDSG)). The Customer is the sole authorized party with respect to the right of disposal and ownership of all Customer-specific data (entered data, processed data, stored data, output data). Logistiqo GmbH does not review the data and content stored on behalf the Customer for the legal permissibility of the collection, processing and use; this responsibility shall be assumed exclusively by the Customer. Logistiqo GmbH is only entitled to process and/or use the Customer-specific data exclusively at the instructions of the Customer. Logistiqo GmbH is entitled to process and use the data (e.g. billing data for the billing of services to the Customer) within the scope of what is permitted under data protection law.
9. Final provisions
9.1 The inclusion of the Customer's own terms and conditions is hereby excluded, unless Logistiqo GmbH has given its consent to their applicability in writing.
9.2 The law of the Federal Republic of Germany shall apply to all legal relations of the Parties, excluding its conflicts of law and excluding the laws on the international purchase of movable goods (CISG).
9.3 If the Customer acts as a merchant, a legal entity of public law or a public special fund with registered office in the territory of the Federal Republic of Germany, exclusive jurisdiction for all disputes arising from this Agreement shall be the registered office of Logistiqo GmbH (Traunstein). 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 jurisdiction for all disputes arising from this Agreement if the Agreement or claims arising from the Agreement can be attributed to the Customer's trade, business or profession. However, Logistiqo GmbH is in any case entitled to take recourse to the court at the Customer's registered office in the above cases.
9.4 The contractual language is English.
Valid as of: 01.11.2019