Terms and Conditions of Use

§ 1 Object of the Terms and Conditions of Use

(1) NETVAI UG (with limited liability) ( “Service Provider”) runs a platform on portal.vislog.net (“Portal”) which enables freight forwarders (“Users”) to enter into contact with one another, to exchange information about freight trips and conclude binding contracts for the performance of such trips.

(2) These Terms and Conditions of Use regulate the provision of services by the Service Provider and the use of these services by the User. The User’s alternative terms will not form part of the contractual relationship.

§ 2 Log-in authorisation

(1) Registration is required in order to use the services available on the Portal. There is no entitlement to be granted registration. The Service Provider is entitled to decline registrations without stating any reasons.

(2) Registration is only permitted if it is performed in the course of practising a commercial or freelance occupational activity. Consumers are not permitted to register. In the case of a legal entity, the registration must be performed by a natural person with unrestricted legal capacity and powers of representation.

§ 3 Portal registration, user data

(1) The contact data and other such information requested by the Service Provider during the registration process must be entered correctly and in full. The registration of a legal entity must be accompanied by details of a natural person authorised to represent it.

(2) Following the input and submission of all the data requested, the Service Provider will activate the requested access and inform the User by email that this has been done. This email constitutes acceptance of the application. Once this email has been received, the User is entitled to use the Portal in accordance with these Terms and Conditions of Use. To do so, the User must first confirm the activation by clicking on the link contained in the email.

(3) The user is obliged to keep its data up-to-date in this connection. If, during the period of use, there are any changes to the data provided, the User is required to promptly correct the data in its personal settings on the Portal. If the User is unable to do so, it must forward the amended data by email to the Service Provider without delay.

§ 4 Services available via the Portal, using services

(1) At the time of registration the Service Provider will offer the User the choice between various levels of access, which differ according to the range of services and fee. Furthermore information on the various levels of access, on the relevant costs, the payment conditions and the other relevant details will be displayed to the User during the registration procedure.

(2) The Service Provider will provide the User with a range of services via the Portal depending on the level of access selected by the User. Services of this kind may include the opportunity to enter into contact with other users, to exchange information about freight trips and conclude binding contracts for the performance of trips.

(3)The Service Provider also provides other services on the Portal for the User, which are not contained in the fee of the different levels of access. In order to use these services, the User needs to gain “credits” from the Service Provider.

(4) Before the acquisition of credits and prior to using additional services, the User will be given more detailed information concerning the costs incurred, the payment conditions and the other relevant details. Only then, by clicking on the appropriate button, will the User be able to indicate its binding acceptance of the Service Provider’s offer.

(5) The content and scope of the services will be defined in the relevant contractual agreements, and by the functions currently available on the Portal.

§ 5 Information concerning the conclusion of contract in electronic commercial transactions

(1) Before sending the registration and before clicking on the appropriate button for the acquisition of credits or the use of additional services, a summary of the information entered will be displayed to the User to enable him to identify any input errors. By using the Back button of his browser and with the aid of the input fields and buttons displayed during the procedure, the User is able to navigate within the process and delete or correct any erroneous details.

(2) Contracts will be concluded in German. At the time of the conclusion of contract, the User can use the print or save functions to print out or download the pages containing the contractual terms as well as these Terms and Conditions of Use. The Service Provider will also send the contractual terms and these Terms and Conditions of Use by email to the User within an appropriate period of time following the conclusion of the agreement, but in any case before the performance of the service has commenced. The provider will save the contractual text following the conclusion of contract. After that time the User will no longer be able to access the contractual text via the provider.

§ 6 Creation of user profiles

(1) Soweit als Funktionalität auf dem Portal verfügbar, kann der Nutzer sein Benutzerprofil im Rahmen der vorliegenden Nutzungsbedingungen nach seinen Vorstellungen individuell gestalten.

(2) Der Diensteanbieter führt im Regelfall keine Überprüfung der Identität der Profilinhaber und der Angaben in den Profilen durch. Der Diensteanbieter leistet daher keine Gewähr dafür, dass es sich bei jedem Profilinhaber jeweils um die Person handelt, für die der jeweilige Profilinhaber sich ausgibt, und dass die vom Profilinhaber gemachten Angaben der Wahrheit entsprechen.

§ 7 Einstellen von eigenen Inhalten durch den Nutzer

(1) To the extent available from the functions provided on the Portal, the User is able to enter content onto the Portal in accordance with these Terms and Conditions of Use, thereby making it available to other parties.

(2) By entering content each time, the User grants the Service Provider a free and transferable right of use to the relevant content for use on the Portal, particularly

• to save the content to the Service Provider’s server and to publish it, particularly by way of making it publicly accessible,
• to edit and copy it, insofar as this is necessary to store or publish the content in question, and
• to grant third-party rights of use – including chargeable one – to its content.

The right of use and reproduction assigned above will be extinguished once the User removes the content from the Portal. The Service Provider will nevertheless remain entitled to retain copies for back-up and/or evidential purposes. The rights of use granted to other users likewise remain unaffected.

(3) The Service Provider reserves the right to edit, block or remove content without prior notification if the said content constitutes a serious violations against these Terms and Conditions of Use. The Service Provider will however take the User’s legitimate interests into account at this point, and select the mildest means available in order to eliminate the violation.

§ 8 Protection of content, responsibility for third-party content

(1) The majority of the content available on the Portal is protected by copyright or other such industrial property rights, and shall, in each case, remain the property of the Service Provider, the other users or other third parties that made the content in question available. The collection of content is protected in itself a database or database work within the definition of Section 4 (2), Section 87a (1) German Copyright Act (“UrhG”). The User may only use this content in accordance with these Terms and Conditions of Use and within the framework stipulated on the Portal.

(2) The content available on the Portal in part originates from the Service Provider and in part from other users or other third parties. Content belonging to users and other third parties shall be described as “third-party content” in the following. The Service Provider does not perform any checks regarding the completeness, accuracy and legality of third-party content, and therefore accepts no responsibility or liability whatsoever for the completeness, accuracy and legality and up-to-datedness of third-party content. This likewise applies to the quality of third-party content and its fitness for a particular purpose, including insofar as this concerns third-party content found in linked external websites.

§ 9 Information regarding transport trips, acquisition of transport trips

(1) To the extent available from the functions provided on the Portal, the User may enter transport trips in the Portal in accordance with these Terms and Conditions of Use. When entering a trip, the User must designate this as a “Trip”, an “Available Order” or as a “Price Request”. A “Trip” is only entered for informational purposes. On the other hand, the Portal provides functions for “Available Order” and “Price Request” which the User can use to conclude binding contracts concerning the performance of the transport trips in question.

(2) In the case of “Available Order”, the conclusion of contract takes the form of a bid issued by the contractor (“Submit Offer”) and its acceptance by the principal (“Accept Offer”). If the principal modifies the trip prior to accepting the Offer, the contractor’s Offer generated by the Portal will not constitute a binding Offer to the principal; the conclusion of contract will instead (only) take place through with the contractor’s renewed bid (“Confirm Offer”) and its acceptance by the principal (“Accept Offer”).

(3) In the case of “Price Requests”, the contractor first submits a non-binding price proposal (“Non-binding price proposal”). The conclusion of contract then takes place on the basis of the offer made by the principal, (“Offer Order”) and the acceptance indicated by the contractor (“Accept Offer”). If the principal modifies the trip prior to the submission of the offer, the inquiry generated by the Portal for the contractor and its renewed price proposal (“Confirm price proposal” will not constitute any binding declaration of intention; here again the conclusion of contract will instead (only) take place through with the principal’s offer (“Offer Order”) and the acceptance indicated by the contractor (“Accept Offer”).

(4) In the case of contracts concluded with the members of a Group, as created for associations or cooperatives for example, one special aspect that may arise is that the conclusion of contract takes place via the group administrator, meaning that the participating users only find out the identity of their contractual partners after the conclusion of contract has taken place. Moreover, the administrator may be authorised to set the commission prior to the submission of binding declarations to enter into contract, this commission being payable to it if a contract is concluded. The commission payer is the User who enters the trip.

(5) The sole contractual partners in contracts concluded via the Portal for the performance of transport trips are the Users involved. The Service Provider merely provides the platform upon which these contracts are concluded, and it will in no event be party to the contracts.

(6) The Service Provider assumes no responsibility or liability whatsoever for the quality, capability or reliability of the Portal users, including regarding the existence of or details concerning transport insurance policies.

§ 10 Service availability, changes to services

(1) Within the sphere of its control, the Service Provider guarantees annual average availability of 99 percent. This does not include maintenance periods, which the Service Provider will announce with a lead time of at least seven days. The User is personally responsible for establishing the technical criteria within its sphere necessary for the contractually compliant use of the services. This applies particularly to the selection, the procurement and the deployment of the necessary data connections.

(2) The Service Provider is entitled to expand and upgrade services in line with technical advances, if this appears necessary, to prevent misuse or if a legal obligation exists in this respect. The Service Provider may implement other amendments to the contractual content, including these Terms and Conditions of Use, with the User’s consent, insofar as the change is tenable to the User taking the Service Provider’s interests into account. A contractual amendment will be untenable if it results in a reduction of the main contractual services delivered by the Service Provider. Consent to the change is deemed issued, if the User does not object to the change within one month of receiving the change notice. The Service Provider undertakes to inform the User of the consequences of a failure to object; this information will form part of the change notice.

§ 11 Prohibited activities

(1) The User is prohibited from any activities on or in connection with the Portals that violate applicable laws or any third-party rights.

(2) Irrespective of a possible legal violation the User is prohibited from the following activities:

• marketing or advertising paid content, services and/or products not with the intended, specified use of the Portal,
• causing a nuisance to other users, e.g. through repeated personal contacts without eliciting or contrary to the other User’s reaction,
• any and all electronic or other such collection of identity and/or contact data of users (e.g. for the purpose of sending unsolicited emails),
• every action likely to interfere with the smooth operation of the Portal, especially to place an undue load on the Service Provider’s systems.

§ 12 Blocking access

(1)The Service Provider may block the User’s access to the Portal temporarily or permanently, if there are concrete indications that the User is violating or has violated these Terms and Conditions of Use and/or the applicable laws, or if the Service Provider has any other legitimate interest in imposing such a block. In reaching its decision regarding such a block, the Service Provider will take reasonable account of the User’s legitimate interests.

(2) In the case of a temporary or permanent block, the Service Provider will block the User’s access authorization and will notify it accordingly by email.

(3) In the event of a temporary block, following the end of the block the Service Provider will reactivate the access authorisation and notify the User accordingly by email. A permanent block on the access authorization cannot be restored. Permanently blocked users are permanently excluded from using the Portal and may not re-register on the Portal.

§ 13 Contractual term, end of use

(1) All levels of access have a minimum contract term of one year. Once the minimum contract term has expired, the contract will be automatically renewed for one more year each time, unless one of the parties has terminated the contract with a notice period of three months to the end of the minimum contract term or the relevant renewal period.

(2)If the User cancels its access or the Service Provider blocks the User’s access in accordance with these Terms and Conditions of Use, the User shall not be entitled to any reimbursement of the fee paid for credits that are unused at the time its use is ended. An entitlement to the reimbursement of unused credits only exists in the event of the Service Provider terminating the contract for convenience.

(3) The Service Provider is entitled to irrecoverably delete all data generated through the User’s use of the portal following the expiry of 30 calendar days following the termination becoming effective and following the expiry of any statutory retention periods.

§ 14 Disclaimer

In the event that the User sustains any damage or loss by using the services made available via the Portal (including the retrieval of content), the Service Provider’s will be liable in accordance with the following provisions:

(1) The Service Provider will be liable without limit for damage or loss caused deliberately by or through the gross negligence of the Service Provider, its lawful representatives, executive managers or ordinary vicarious agents.

(2) The Service Provider will not be liable for the breach of minor contractual obligations caused through ordinary negligence. Otherwise, the Service Provider’s liability for damage caused by ordinary negligence will be limited to the damage typically anticipated in connection with the particular contractual relationship (foreseeable damage typical for the contract in question). This also applies to ordinary negligent breaches of duty on the part of the Service Provider’s lawful representatives, executive managers or ordinary vicarious agents.

(3) The preceding disclaimer does not apply to cases of deceitfulness, death or personal injury, for the breach of warranties or for product liability claims.

§ 15 Written form requirement

Unless otherwise explicitly stated in thee Terms and Conditions of Use, all declarations to be issued in relation to the use of the Portal must be issued in writing or by email. The User will find the postal and email addresses of the Service Provider in the website credits/legal notice for the Portal.

§ 16 Applicable law

These Terms and Conditions of Use are governed by the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

§ 17 Legal venue

Insofar as an agreement of legal venue is permissible, the sole legal venue for hearing all disputes arising from these Terms and Conditions of Use will be that court with jurisdiction for then place in which the Service Provider has its registered address.