1.1 The provider shall provide the contractual services, in particular access to the software, in its area of availability (from the data center interface to the internet)
1.2 The scope of services, the intended use and the conditions of use of the contractual services are set out in the respective service description on the website describing the software.
1.3 Additional services, such as the development of customized solutions or necessary adjustments, shall require a separate contract.
1.4 The provider may provide updated versions of the Software.
1.5 The provider shall inform the customer electronically about updated versions and corresponding instructions for use and make them available accordingly.
2. Scope of use
2.1 The offer for the use of the software is directed exclusively at companies (B2B).
2.2 The contractual services may only be used by the customer and only for the performance of tasks arising in the business operations of this company.
2.3 During the term of the Agreement, the customer may access the contractual services by means of telecommunications (via the Internet) and use the functionalities associated with the Software in accordance with the Agreement by means of a browser or another suitable application (e.g. “App”).
2.4 The customer shall not receive any further rights, in particular to the Software or the infrastructure services provided in the respective data center. Any further use requires the prior written consent of the provider.
2.5 In particular, the customer may not use the software beyond the agreed scope of use or have it used by third parties or make it accessible to third parties.
2.6 In particular, the customer shall not be permitted to reproduce, sell or temporarily transfer, rent or lend the software or parts thereof.
2.7 The provider shall be entitled to take appropriate technical measures to protect against use not in accordance with the contract. The contractual use of the services may not be impaired more than insignificantly as a result.
2.8 In the event that a user exceeds the scope of use in violation of the contract or in the event of an unauthorized transfer of use, the customer shall, upon request, immediately provide the provider with all information available to it for asserting claims due to the use in violation of the contract, in particular the name and address of the user.
2.8 The provider may revoke the customer’s access authorization or terminate the contract if the customer significantly exceeds the use permitted to him or violates regulations for protection against unauthorized use. In connection with this, the provider may interrupt or block access to the contractual services. The provider shall generally set the customer a reasonable grace period for remedial action beforehand. The sole revocation of the access authorization shall not be deemed to be a termination of the contract at the same time. The provider may only maintain the revocation of the access authorization without termination for a reasonable period of time, not exceeding 3 months.
2.9 The provider’s claim to remuneration for use exceeding the agreed use shall remain unaffected.
2.10 The customer shall be entitled to have the access authorization and the access possibility restored after it has proven that it has ceased the use in breach of contract and has prevented any future use in breach of contract.
3. Availability, deficiencies in performance
3.1 The availability of the provided services results from the service description on the website www.solutions.limo/limouweb.
3.2 In the event of only an insignificant reduction in the suitability of the services for use in accordance with the contract, the customer shall have no claims due to defects.
3.3 The strict liability of the provider due to defects that were already present at the time of the conclusion of the contract is excluded.
4. Data protection
4.1 Insofar as the provider has access to personal data of the customer or from the customer’s area, the Provider shall act exclusively as a processor and shall process and use such data only for the performance of the contract.
4.3 The customer remains the responsible party both generally in the contractual relationship and in terms of data protection law. If the customer processes personal data (including collection and use) in connection with the contract, the customer warrants that it is entitled to do so in accordance with the applicable provisions, in particular the provisions of data protection law, and shall indemnify the provider against third-party claims in the event of a breach.
4.4 The following shall apply to the relationship between the provider and the customer: vis-à-vis the data subject, the Customer shall be responsible for the processing (including collection and use) of personal data, unless the provider is responsible for any claims by the data subject due to a breach of duty attributable to it.
4.5 The customer shall responsibly examine, process and respond to any inquiries, applications and claims of the affected person. This shall also apply in the event of a claim against the provider by the affected person. The provider shall support the customer within the scope of its duties.
4.6 The Provider warrants that customer data will be stored exclusively in the territory of the Federal Republic of Germany, in a member state of the European Union or in another contracting state of the Agreement on the European Economic Area, unless otherwise agreed.
5. Obligations of the customer
5.1 The customer shall protect the access authorizations and identification and authentication information assigned to him or to the users from access by third parties and shall not disclose them to unauthorized persons.
5.2 The customer is obligated to indemnify the provider against all claims of third parties due to infringements of rights that are based on an unlawful use of the subject matter of the service by the provider or are made with the provider’s approval. If the customer recognizes or must recognize that such an infringement is imminent, the obligation exists to inform the provider immediately.
5.3 The customer shall use the possibilities provided by the Provider to secure its data in its original area of responsibility.
6. Use contrary to contract, compensation for damages
6.1 For each case in which a contractual service is used without authorization in the customer’s area of responsibility, the customer shall pay damages in the amount of the remuneration that would have been incurred for the contractual use within the framework of the minimum contract period applicable to this service.
6.2 The customer reserves the right to prove that the customer is not responsible for the unauthorized use or that there is no damage or significantly less damage.
6.3 The provider shall remain entitled to assert further damages.
7. Fault management
7.1 The provider shall receive fault reports from the customer, assign them to the agreed fault categories and, on the basis of this assignment, carry out the agreed measures for analyzing and clearing faults.
7.2 The provider shall accept proper fault reports from the customer during its normal business hours and shall assign an identifier to each. Upon the customer’s request, the provider shall confirm receipt of a fault report to the customer and inform the customer of the assigned identification.
7.3 Unless otherwise agreed, the provider shall assign received fault reports to one of the following categories after first reviewing them:
a) Serious fault
The malfunction is based on a defect in the contractual services that makes the use of the contractual services, in particular the software, impossible or allows it only with severe restrictions. The customer cannot reasonably circumvent this problem and therefore cannot complete tasks that cannot be postponed.
b) Other disruption
The malfunction is based on a defect in the contractual services that restricts the customer’s use of the contractual services, in particular the software, to a more than insignificant extent without constituting a serious malfunction.
c) Other notification
Fault reports that do not fall into categories a) and b) shall be assigned to other reports. Other reports shall only be handled by the provider in accordance with the agreements made for this purpose.
7.4 In the case of reports of serious faults and other faults, the provider shall immediately initiate appropriate measures on the basis of the circumstances communicated by the customer in order to first localize the cause of the fault.
7.5 If the notified malfunction does not turn out to be a fault of the contractual services, in particular of the provided software, after initial analysis, the provider shall notify the customer thereof without undue delay.
8. Term of contract and termination of contract
8.1 The provision of the contractually agreed services shall take place from the time of confirmation of the contract by the provider and provision of the access data to the customer.
8.2 The minimum contract term is three months.
8.3 The contract can be terminated with a notice period of one month, at the earliest at the end of the minimum contract period. If this is not done, the contract shall be extended by a further month in each case, unless it has been terminated with one month’s notice to the end of the respective extension period.
8.4 The right of each contractual partner to extraordinary termination for good cause shall remain unaffected.
8.5 Any notice of termination must be in writing to be effective.
8.6 The customer shall back up its data files (e.g. by download) on its own responsibility in good time before termination of the contract. Upon request, the provider shall support the customer in this process, charging for the effort involved.
8.7 The customer will generally no longer be able to access these databases after termination of the agreement, if only for reasons of data protection.
9. Remuneration, payment, performance protection, deadlines
9.1 The provider’s remuneration shall be invoiced monthly in accordance with the applicable price list. Remunerations are always net prices plus legally applicable value added tax.
9.2 The remuneration shall be invoiced monthly in advance by charging a credit card of the customer, by direct debit or by bank transfer.
9.3 The provider retains title and rights to be granted to the services until the remuneration owed has been paid in full; justified retentions for defects shall be taken into account. Furthermore, the provider retains ownership until all its claims arising from the business relationship with the customer have been satisfied.
9.4 The provider shall be entitled to restrict or prohibit the customer from further use of the services for the duration of any default in payment by the customer. The provider may only assert this right for a reasonable period of time, generally for a maximum of 6 months.
This does not constitute a withdrawal from the contract. § Section 449 (2) BGB shall remain unaffected.
9.5 In the event of the customer’s economic inability to fulfill its obligations to the provider, the provider may terminate existing exchange contracts with the customer by rescission, continuing obligations by termination without notice, including in the event of an application for insolvency by the customer. § 321 BGB and § 112 InsO remain unaffected. The Customer shall inform the Provider in writing at an early stage of any impending insolvency.
10. Cooperation, duties to Cooperate, confidentiality
10.1 The customer shall be obligated to support the provider to the extent necessary and to create in its sphere of operation all prerequisites necessary for the proper execution of the order. In particular, the customer shall provide the necessary information and, if possible, enable remote access to the customer’s system. If remote access is not possible for security or other reasons, the deadlines affected by this shall be extended accordingly; the contracting parties shall agree on an appropriate arrangement for further effects. The customer shall also ensure that expert personnel are available to support the Provider.
10.2 It is not envisaged that services will be provided on the customer’s premises.
10.3 The contracting parties shall be obliged to maintain secrecy with regard to business and trade secrets as well as other information designated as confidential which becomes known in connection with the performance of the contract. Such information may only be disclosed to persons who are not involved in the conclusion, performance or execution of the contract with the written consent of the other contracting party. Unless otherwise agreed, this obligation shall end five years after the respective information has become known, but in the case of continuing obligations not before their termination.
10.4 The contracting parties shall also impose these obligations on their employees and any third parties they may employ.
11.1 The provider shall be liable for damages based on an intentional or grossly negligent tortious act or on an intentional or grossly negligent breach of contractual or pre-contractual obligations of the provider or a legal representative or vicarious agent.
11.2 Further claims, in particular those arising from consequential harm caused by a defect, are excluded.
11.3 The provider is in no case liable for damages caused by results of calculations, (e.g. for routes, travel times and rates) and unavailable, incorrect or false data from external providers (e.g. Google, Flightmapper24).
The customer is responsible for checking rate calculations for accuracy.
12.1 The contracting parties are aware that electronic and unencrypted communication (e.g. by e-mail) is subject to security risks.
In this type of communication, they shall therefore not assert any claims based on the lack of encryption, except to the extent that encryption has been agreed upon in advance.
12.2 German law shall apply. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
12.3 The place of jurisdiction vis-à-vis a merchant, a legal entity under public law or a special fund under public law shall be the registered office of the Provider. The provider may also sue the customer at the customer’s place of business.