TERMS AND CONDITIONS
IMPORTANT NOTE: These Terms of Use (the “ToU”) for the Logistikbude Software-as-a-Service service (the “SaaS Service”) form a legally binding contract between you (as subscriber representative (as defined in paragraph 1) — hereinafter also “you” or “user”) and Logistikbude GmbH (“Logistikbude” or the “Provider”) for the provision of the SaaS Service and use of the Service (as defined in Section 1).
Logistikbude is only willing to provide the SaaS service if you accept all of the terms of this ToU and have purchased an effective subscription (the “Subscription”) to the Logistikbude service or from an authorized Logistikbude partner and the subscription period has not yet ended. By clicking on the “I agree” or “Yes” button, by accessing the service, or by otherwise expressing your consent, you accept this ToU. This makes this ToU legally valid in the relationship between the provider and yourself and you declare that you have read, understand and accept this ToU and agree to be bound by the terms of this ToU. Logistikbude waives receipt of your corresponding declaration of acceptance at its offices. If you do not agree to all the terms of the agreement, Logistikbude is not prepared to provide the service. In this case, you should click the “Cancel”, “No”, or “Close Window” button. Click and immediately stop using the service or associated data and delete any copies of data that you may have.
In the event that the present agreement is available as a translation in a language other than German and there is a conflict with regard to provisions in the German language and the translation in the other language, the German version shall prevail. The user should keep a copy of this ToU with his records. The latest version of this ToU is always available in full at https://www.logistikbude.com/agb. Logistikbude reserves the right, in its sole discretion, to make reasonable amendments to this Agreement, as appropriate, and any dispute arising from these ToU shall be resolved in accordance with the terms of the agreement in force at the time the dispute arose. Logistikbude will duly inform the user after any change. The user should review the published agreement from time to time to find out about the changes. Significant changes to these terms and conditions become legally effective upon first use of the service with effective knowledge of the changes by the user. Use of the service by the user after the amended agreement has become effective constitutes acceptance of the amended agreement by the user. In case of failure by the user to accept changes to this agreement, the subscription will be cancelled with immediate effect in accordance with Section 3.3.
These ToU relate to the temporary use of the logistics shop's services or parts of them as a so-called SaaS service.
They are supplemented by the separately documented data protection regulations of Logistikbude GmbH and any individual agreements in the order confirmed by order confirmation.
1. DEFINITIONS
subscriber: the contractual partner of the subscription.
Automatic extension: A provision according to which a subscription is renewed at the end of the subscription period without the need for further notification.
SaaS service: The Logistikbude service provided as a “software-as-a-service” as an online platform.
Software-as-a-Service: The provision of a service on a temporary basis that enables access to the use of the software and the display and management of the data, with the software and data remaining the property of Logistikbude and hosted centrally on their (rented or purchased) servers.
data: The data stored by Logistikbude in a proprietary database, which Logistikbude generates using software owned by Logistikbude from hardware owned by Logistikbude and stores it on its cloud servers.
Decompile: The reverse engineering, decompilation or disassembly of the software to achieve interoperability with other computer programs in accordance with Section 69 e of the German Copyright Act (UrhG).
documentation: Written information (whether contained in user or technical manuals, training materials, specifications, or other materials) that is part of the software and hardware and is made available in any way (including on a USB stick, hard drive, or via online access) by Logistikbude or its authorized logistics store partners.
fee: The subscription fee to be paid to Logistikbude for the SaaS service.
Hardware: The tracking devices (e.g. IoT sensors) handed over or sold by Logistikbude to the subscriber for a limited period of time in each version, but also any other hardware product from Logistikbude with or without embedded (r) logistics store software.
Logistics shed product: One of Logistikbude's copyrighted products, including associated marketing materials, documentation, ToU and other supplementary materials.
runtime: The duration of the subscription specified in the contract (generally 24 months).
users: The user appointed by the contractual partner to use the subscribed SaaS service for maximum personal use. The subscriber authorizes the user as the subscriber's legal representative regarding the contractual relationship with Logistikbude regulated here.
Logistics shop service: The platform provided by Logistikbude for the presentation and management of load carriers as part of the SaaS service, accessible to account-specific users via an access-controlled URL.
Time clocks: Any time clocks, copy protection or other security devices embedded in the software that can be used to deactivate the software after the corresponding subscription period has expired.
Upgrades: Any changes, improvements, or revisions to the software. Logistikbude has the sole discretion of Logistikbude to classify the relevant modifications as upgrades.
volume: The volume of use that is purchased as part of the subscription.
Volume parameters: The parameters specified in the order form that define the volume (e.g. number of locations or assets tracked).
Volume testing: Any code, copy protection or other security devices embedded in the software which provide proof of calls and which may be used to deactivate the software when the appropriate volume is reached.
2. VALIDITY, CHANGES TO THESE TERMS OF USE
2.1 These ToU claim exclusive validity. Conflicting or supplementary general terms and conditions of the subscriber or user do not become part of the contract, regardless of whether they were notified as part of the conclusion of the contract or later and whether they were objected to separately. These ToU also remain fully valid for follow-up contracts and subsequent orders from subscribers or users.
2.2 Logistikbude is entitled to make changes to this ToU, other conditions and other contractual provisions referred to in the context of this ToU and in particular to change and adapt the services and processes described within the scope of this ToU. Logistikbude undertakes to make any changes only for one important reason. In particular, there is an important reason for new technical developments, changes in case law or other equivalent reasons. If the planned change significantly disrupts the contractual balance between the logistics shop and the user, it will not occur. In addition, any changes require the consent of the user.
3. SUBJECT MATTER OF CONTRACT, DURATION, PROVISION AS SAAS
3.1 The subject of the SaaS service contract concluded between the provider and the subscriber is the paid provision of the SaaS service on powerful servers limited to the term (the”SaaS performance“) described in the order form for the SaaS and Implementation Services or any other order confirmation in accordance with this Agreement. The parties agree that the services to be provided under this contract as a SaaS service have the character of a continuing obligation under a rental and service agreement. The transfer of hardware is subject to a separate agreement. The parties do not want the application of work contract law.
3.2 The range of functions and volume of services to be provided as part of the SaaS service is determined on the basis of the description of the agreed service package presented on the website https://www.logistikbude.com/as well as the information in the order form.
3.3 Unless otherwise agreed and stated accordingly in the order confirmation, the contract for the use of the SaaS service is concluded for a period of 24 months. It is automatically extended for a further 12 months unless terminated by one of the parties with a notice period of three (3) months before the end of the contract. The cancellation must be made in text form (e.g. by e-mail). The right to special or extraordinary termination remains unaffected by this.
3.4 Logistikbude will make economically reasonable efforts to make the software and the data retrievable about it available as an online service around the clock, except (i) as part of scheduled downtime (which logistics shed will be notified electronically in advance) and (ii) in times of unavailability caused by circumstances that are reasonably beyond the control of the logistics shed, such as natural disasters, government interventions, floods fire, earthquake, civil Riots, acts of terrorism, strikes, or other work issues (which do not involve Logistikbude employees), failure or delays on the part of the Internet service provider, failure or delays on the part of the hosting service provider, or denial of service attacks.
3.5 Logistikbude will receive proper fault reports from the subscriber during normal business hours. If the subscriber reports a malfunction, he must provide as detailed a description of the respective malfunction as possible in order to enable the most efficient troubleshooting possible. If there are reports of faults, Logistikbude will take appropriate measures based on the circumstances provided by the subscriber to localize the cause of the fault.
3.6 The subscriber agrees that there will be no higher or more comprehensive service levels than those granted by the hosting service provider (currently Microsoft Azure Cloud) logistics shack.
4. CLOUD STORAGE AND SECURITY
4.1 Logistikbude maintains administrative, physical and technical security measures to protect the security, confidentiality and integrity of the software and/or data. These safeguards include, but are not limited to, measures to prevent access to the software and/or data and use, modification, or disclosure of the software and/or data by Logistikbude employees other than (i) to provide the subscribed services and prevent or correct service or technical problems, (ii) as required by law, or (iii) with the subscriber's express written permission. Sections 5, 6 and 8 remain unaffected.
4.2 Logistikbude does not provide guarantees for the services and securities offered by Logistikbude. Users are advised that, despite the utmost diligence and care, program errors cannot be ruled out with 100% certainty and that it is not possible to develop software that is protected against any type of cyber attack. The security of user data is particularly important to logistics companies. Logistikbude will therefore do everything that is possible within a technical and organizational framework to protect them. The user acknowledges this.
5. PROPERTY RIGHTS
5.1 The software and data are protected by international copyright laws, contracts and other laws applicable in individual cases. Logistikbude and its licensors own and retain all rights, ownership and claims to the software, including all copyrights, patents, business and trade secrets, trademarks and other intellectual property rights to the software and data. By accepting this ToU, the user acknowledges that ownership of the software or data is not transferred to him at any time and that no permanent rights to use the software are granted to him. The rights to use the data are regulated in Section 8.
THE SOFTWARE AND DATA ARE PROVIDED AS SOFTWARE-AS-A-SERVICE. THEY ARE NOT SOLD.
6. SUBSCRIPTION FEES
6.1 The subscriber must pay the monthly fee as described in the order form or other order confirmation. Billing is made monthly on the first of each month based on the volume parameters available to the subscriber at that time, with 100% of the monthly fee being invoiced at the beginning of each contract month and to be paid within ten (10) working days.
6.2 If the volume used increases within a month, this will be billed on a daily basis with the next invoice pro rata (based on a year with 360 days and a month with 30 days). If the volume is reduced, the reduced volume is taken into account from the following month. The subscriber is not entitled to a credit note pro rata in the event of a reduction within one of the billing months.
6.3 Logistikbude reserves the right to change the fees or applicable charges and to introduce new fees and charges with effect from the next automatic extension, although the subscriber must be notified thirty (30) days in advance (this can be done by email).
7. REGISTRATION AND ACTIVATION
Subscriber acknowledges that registration is required in order for him and his users to take full advantage of the software. If the subscriber is not registered, he has no right to access the software and the limited warranty in this agreement does not apply.
8. RIGHTS TO THE DATA
8.1 As part of providing the SaaS service, Logistikbude collects certain raw data from the provided hardware, stores it on the hardware and transmits it via mobile communication to Logistikbude for storage on their cloud server. The raw data is then evaluated and revised using Logistikbude's proprietary algorithms, thus creating data from Logistikbude and storing it in a proprietary database. The algorithms used by Logistikbude are self-learning and use artificial intelligence (AI). This technology is the core of the intellectual property (IP) protected by Logistikbude. The subscriber acknowledges that Logistikbude is the sole author of all data.
8.2 Logistikbude as the originator of the data grants the subscriber (i) non-exclusive, (ii) limited in time to the duration of the subscription, (iii) limited spatially to the area defined in the order confirmation, (iv) the right to use the data in the respective service exclusively by the subscriber's registered users. This right of use is not transferable. Sublicenses may not be issued. The simple right of use includes the right to download the data via the export function of the SaaS service, provided that this is done to an appropriate extent for the purpose of your own evaluation and creation of backup copies. Any transfer of data to third parties, in particular for further processing or combination with data from competitors, requires the express consent of Logistikbude.
8.3 Subscribers' statutory information and disclosure obligations remain unaffected. If these cannot be met by the data provided by Logistikbude and the data must be fed into third-party systems (in particular supra-regional systems), Logistikbude must be informed of this in advance and the parties are obliged to negotiate an appropriate extension of the license and increase in subscription fees.
9. USAGE STATISTICS, TRACKING
The subscriber agrees that Logistikbude collects records and statistics about the use of the SaaS service. The types of use recorded in this form are only used to check volumes, for time clocks and to improve Logistikbude products and/or to provide individual services to the subscriber and are not disclosed to third parties or passed on to third parties except in anonymized form.
10. OBLIGATIONS OF THE SUBSCRIBER
10.1 The subscriber must keep all login details and personal data as well as his e-mail address and the stored passwords for his user account strictly confidential. He must constantly update his stored contact details.
10. 2 The subscriber may make an appropriate number of backup copies of the data, provided that his backup copies are not used for purposes other than archiving purposes.
10.3 Setting up a functional hardware and software environment to use the SaaS service is the sole responsibility of the subscriber.
10.4 The user agrees to use the SaaS service only for himself. The user is prohibited from sharing the user account with third parties. The user undertakes to notify the provider immediately if he becomes aware of unauthorised access to his user account, a breach of electronic data or other information relevant to maintaining the security of his user account.
11. TIME CLOCKS, VOLUME CHECKS
11.1 Logistikbude grants the right to use the SaaS service for a limited period of time as standard. The subscriber acknowledges that the SaaS service may be provided to the subscriber with embedded time clocks. The subscriber agrees that time clocks are not a defect in the SaaS service and that the subscriber releases Logistikbude from all claims of any kind arising from or in connection with the time clocks or their operation.
11.2 By default, the subscription fee is subject to a limited volume. The subscriber acknowledges that the SaaS service is provided to the subscriber using embedded volume testing devices. The subscriber agrees that the volume check does not constitute a defect in the SaaS service and that the subscriber releases Logistikbude from all claims of any kind arising from or in connection with the volume audit or its implementation.
11.3 The subscriber agrees that Logistikbude retrieves information regarding its product usage by means of volume checks and time clocks, as this is an integral part of the subscription fee and the restrictions to which the subscription is subject.
12. RESTRICTION OF USE, PROHIBITED USE, COMPENSATION
12.1 Subscriber agrees to take commercially reasonable steps to prevent unauthorized access to or use of the SaaS service and data and to immediately notify Logistikbude of any such unauthorized access or use and to use the SaaS service and data only in accordance with this Agreement, the Documentation, and applicable legal and regulatory requirements.
Subscribers are not allowed to
a) to make the SaaS service or data available to persons or users other than themselves and to the user (s) designated by him or to use them for the benefit of persons or users other than themselves, unless otherwise expressly agreed,
b) to sell, resell, license, sub-license, distribute, make available, rent or lease the SaaS service or data, or to offer one of the services or content as an external service provider or outsourcing offer or as a commercial hosting service,
c) to use the SaaS service or data to collect and store or transmit materials that infringe, defamatory, or otherwise illegal or unauthorized materials or to store or transmit materials in violation of the data protection rights of third parties,
d) to impair or prevent the integrity or performance of the SaaS service or of the data it contains,
e) to attempt to gain unauthorized access to the SaaS service, data, or related systems or networks,
e) to provide direct or indirect access to or use of the SaaS service or data in a way that circumvents a contractual usage restriction, or to use one of Logistikbude's services to access or use one of Logistikbude's intellectual property rights, unless permitted in this agreement,
f) copy or have the SaaS service or part of it, a feature, function, or user interface of the SaaS service copied
g) to copy data, except as permitted in this Agreement,
h) embed or mirror parts of the SaaS service or data other than on the subscriber's own intranet or otherwise for its own internal business purposes,
i) access the SaaS service or data to build a competing product or service, or
j) reverse engineer the SaaS service (insofar as this limitation is permitted by law).
k) Any use of the SaaS service or data in violation of this Agreement by Subscriber or by Users that Logistikbude believes threatens the security, integrity, or availability of Logistikbude Services may result in immediate suspension of the SaaS service or access to data, notwithstanding that Logistikbude will take commercially reasonable steps to provide the Subscriber with a notice prior to such suspension and an opportunity to heal a corresponding breach or to make a threat.
12.3 The user releases Logistikbude from all claims made by third parties against Logistikbude, its organs and vicarious agents and which are based on a breach of the user's obligations under these ToU. The exemption also covers the costs of appropriate and appropriate legal representation to defend against claims and any defense against criminal prosecution.
12.4 In any case in which a contractual service within the subscriber's area of responsibility is used without authorization, the subscriber must pay compensation in the amount of the remuneration that would have been incurred for use in accordance with the contract within the minimum contract period applicable to this service. The subscriber reserves the right to prove that the unauthorized use is not responsible or that there is no or significantly less damage. The provider remains entitled to claim further damage.
13. LIMITED WARRANTY, AVAILABILITY
13.1 Unless otherwise expressly agreed, the SaaS service provided by Logistikbude complies with the current state of the art and complies with the product information and specifications provided by Logistikbude in each case. Logistikbude does not guarantee that the SaaS service under these ToU is suitable for purposes that go beyond the fulfilment of Logistikbude's contractual obligations set out therein.
13.2 In no case is the user entitled to request the source code for the software with regard to defects.
13.3 If there is only an insignificant reduction in the suitability of the services for use in accordance with the contract, there are no claims on the part of the user due to defects. The provider's liability for defects that already existed at the time the contract was concluded is excluded.
14. LIMITATION OF LIABILITY
Irrespective of the legal nature of the claim in question, the following rules apply to any claims for damages and claims for reimbursement of futile expenses:
14.1 Logistikbude is liable for all damage that you suffer as a result of grossly negligent or intentional conduct by Logistikbude or as a result of a culpable injury to life, body or health, for which Logistikbude has assumed a warranty or is liable for the logistics shack in accordance with the Product Liability Act. In all other cases, Logistikbude's liability for damages is limited to the violation of essential contractual obligations. Significant contractual obligations are only those obligations whose fulfilment makes the proper execution of the contract possible in the first place and on whose fulfilment you can rely. Logistikbude's liability for data loss is limited to the typical costs required for recovery, which are normal and common when backup copies have been made.
14.2 In the event of a negligent breach of essential contractual obligations by Logistikbude, Logistikbude's liability is limited to foreseeable, contract-typical damage.
14.3 The above limitations of liability also apply to all representatives of Logistikbude, in particular with regard to their managing directors, legal representatives, employees and other vicarious agents.
15. INTEGRATION OF THIRD-PARTY SERVICES AND/OR ACCOUNTS
Certain features of the SaaS enable Subscriber to integrate the SaaS Service with third-party services (the “Third Party Services”) such as SAP, Salesforce, MS Dynamics, etc. via an application programming interface (the “API”) provided by those third parties. By enabling these features, the subscriber grants Logistikbude access to data stored by the third-party services and provided via the API, as well as certain rights to use features of the third-party services provided via the API to enable Logistikbude to identify relevant data to be stored or processed within the SaaS and to provide the SaaS.
16. USER CONTRIBUTIONS
16.1 The SaaS provides users with the ability to add or publish content, including but not limited to text, fonts, video, audio, photos, graphics, comments, suggestions, or personal information or other materials (collectively, “Contributions”). The contributions can be viewed by other SaaS users and via third-party websites. Therefore, all contributions submitted by the user may be processed in accordance with the website's privacy policy. When the user creates or makes contributions available, he represents and guarantees:
a) The creation, distribution, transmission, public display, or performance, and access, downloading, or copying of its contributions does not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, etc., of third parties.
b) He is the author and owner or has the necessary licenses, rights, approvals and permits to authorize Logistikbude and other users of Logistikbude to use his contributions in the manner provided for in this ToU.
c) He has the written consent, approval and/or permission of each individual identifiable person to use the name or image of each individual identifiable person in their contributions to enable the recording and use of his contributions in any way in connection with the SaaS service.
d) His contributions are not false, inaccurate, or misleading.
e) His contributions do not include unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
f) His contributions are not obscene, lewd, lascivious, dirty, violent, harassing, insulting, defamatory, or otherwise offensive (as determined by Logistikbude).
g) His contributions ridicule, ridicule, denigrate, intimidate, or insult anyone.
h) His contributions are not used to harass or threaten other people (in the legal sense of these terms) and to promote violence against a specific person or group of people.
i) His contributions do not violate any applicable laws, regulations, or rules.
j) His contributions do not infringe the privacy or publishing rights of a third party.
k) His contributions do not contain any material that solicits personal information from anyone under 18 years of age or sexually or violently exploits anyone under 18 years of age.
l) His contributions do not violate applicable law relating to child pornography or any other provision to protect the health or well-being of minors.
m) His posts contain no offensive comments relating to race, national origin, gender, sexual preferences, or physical disabilities.
n) His contributions do not violate the terms of this ToU or any applicable laws or regulations, nor do they contain links to materials that violate them.
16.2 Any contribution that violates the foregoing terms is a violation of this ToU and may result, among other things, in the termination or suspension of the user's rights to use the SaaS service.
16.3 The user agrees that Logistikbude may access and store, process and use all information and personal data that he provides Logistikbude in accordance with the terms of the Privacy Policy and ToU and his choice (including settings).
16.4 Logistikbude is not liable for statements or representations in contributions that the user makes available in any area of the SaaS. The user is solely responsible for his contributions to the website and expressly agrees to release Logistikbude from any responsibility and to refrain from taking any legal action against Logistikbude with regard to his contributions.
17. HIGH-RISK ACTIVITIES
The SaaS service is not fault-tolerant and is not designed, manufactured, or intended for use or resale as control equipment in hazardous environments that require fail-safe performance, such as nuclear power plants or communications, air traffic control, life support, or weapons systems where failure of the software could result in immediate death or injury to persons or serious physical or environmental damage (the “high-risk activities”). Accordingly, Logistikbude and its suppliers, in particular, exclude any implicit or explicit warranty as to suitability for high-risk activities.
18. DATA PROTECTION
By accepting this ToU, the user agrees to the validity of the Logistikbude Privacy Policy in its currently valid version. https://app.logistikbude.com/PrivacyStatement
19. CONFIDENTIALITY
19.1 The parties are required to keep permanently secret all information that has become known or becomes known to them in connection with this contract about the other party, which is marked as confidential or is identifiable as business and trade secrets (“Confidential Information”) based on other circumstances, not to disclose, record or otherwise exploit it, unless the other party has expressly and in writing consented to the disclosure or use or Information must be disclosed as a result of a law, court decision, or administrative decision.
19.2 The information is not Confidential Information within the meaning of this Section 19 if (i) it was already known to the other party before without the information being subject to a confidentiality obligation, (ii) is generally known or becomes known without breach of the assumed confidentiality obligations, or (iii) is disclosed to the other party by a third party without breach of a confidentiality obligation.
20. PLACE OF JURISDICTION
20.1 The place of performance of obligations under this contract is the registered office of Logistikbude. This contract is exclusively subject to the laws of the Federal Republic of Germany, excluding the UN Sales Convention (CISG). Mandatory criminal law provisions that apply to the user's registered office or the location of the relevant IT infrastructure remain, of course, unaffected by this.
20.2 The place of jurisdiction for all disputes arising from this contractual relationship is the registered office of Logistikbude. Logistikbude's right to also choose another legal place of jurisdiction remains unaffected.
21. SEVERANCE CLAUSE
Should one or more provisions of this ToU be or become invalid in whole or in part, this shall not affect the effectiveness of the remaining provisions. The parties agree to replace the ineffective provision with a valid provision that comes closest economically to what the parties intended.
22. GENERAL
22.1 The relevant contract language between the parties is German. If Logistikbude offers translations of these ToU or other documents, this is a non-binding service. Only the German version of this ToU is legally binding.
22.2 The regulations in sections 1, 5, 6, 8, 10 to 22 remain valid even after termination of the subscription regarding the use of the SaaS service.
22.3 All communications under this ToU should be addressed to:
Logistikbude GmbH
Emil-Figge-Strasse 80
44227 Dortmund