1 Definitions
The following terms are used in these General Terms & Conditions of Business (“Terms & Conditions”):
1.1 In the case of driven car transport, motor vehicles (“Vehicles”) are driven by a driver.
1.2 In the case of loaded car transport, Vehicles are loaded onto car transporters.
1.3 Customers are national or international companies that demand Vehicle transports (e.g. car rental companies, leasing companies, car manufacturers, car dealerships, etc.).
1.4 Service Providers are both traders who supply driven and/or loaded Vehicle transports, national or international transport companies and forwarding agents who transport Vehicles on their own and/or on loaded car transport.
2 General subject matter of the contract
ONLOGIST GmbH (“ONLOGIST”) provides software-based services to support the purchase/sale of transport services for driven car transport and loaded car transport, in particular agency services with regard to the conclusion of transport contracts between the Customer and the Service Provider. ONLOGIST provides Customers and Service Providers with a digital platform as a “marketplace” for the allocation and acceptance of transport orders (“ONLOGIST Platform”).
Unless otherwise agreed between the contracting parties, these Terms & Conditions regulate the rights and obligations of the contracting parties when using all services of ONLOGIST (“ONLOGIST Services”) and apply in their current version (see section 14.1) to all current and future contracts that come into being between ONLOGIST and the Customer, provided that they do not violate statutory provisions. The use of the ONLOGIST Services by Service Providers is regulated by separate terms and conditions.
3 Agency services from ONLOGIST
3.1 ONLOGIST offers Customers the opportunity to register to use the ONLOGIST Platform. ONLOGIST offers the Customer the following services by using the functions provided by ONLOGIST via the ONLOGIST Platform:
Access to a pool of Service Providers activated by ONLOGIST who can be used by the Customer to carry out the order. Service providers who make use of the insurance protection offered via the ONLOGIST Platform are added to the pool of Service Providers without any further checks; otherwise, ONLOGIST activates Service Providers for the pool individually, insofar as this appears necessary to regulate supply and demand in the context of order placement. Unilateral blocking of Service Providers by ONLOGIST at any time is possible at the request of the Customer;
Forwarding of applications from other Service Providers registered on the ONLOGIST Platform, which can be activated by the Customer for the execution of the order - here, too, unilateral blocking of Service Providers by ONLOGIST at the request of the Customer is possible at any time;
Publication of the Customer’s transport orders to be awarded on the onlogist.com website;
Facilitation of the placement of orders with Service Providers through the ONLOGIST Services provided by ONLOGIST on its website onlogist.com;
Assistance with or complete handling of operation of the technical functions of the ONLOGIST Platform, e.g. by placing the Customer’s transport orders, etc., if so agreed;
Assistance with the execution of transport orders by providing a telephone and email service, if so agreed;
(Consolidated) transmission of Service Provider invoices.
3.2 The range of services offered by ONLOGIST for the Customer is limited exclusively to the ONLOGIST Services.
3.3 ONLOGIST shall not become a contracting partner to the transport contracts/transport framework agreements concluded exclusively between the Customers and the Service Providers and therefore assumes no liability for damage, disadvantage or losses that arise from a breach of the obligations of the parties to those contracts.
3.4 The Customer’s entitlement to use the ONLOGIST Platform exists only within the framework of the latest technology. ONLOGIST is entitled to temporarily restrict its services to an appropriate and/or, in individual cases, necessary extent if this is required with regard to capacity limits, the security or integrity of the server or to carry out technical work for proper or improved provision of the services (maintenance work). In such a case, ONLOGIST shall make every effort to keep the restrictions on the Customer to a minimum. The above provision is without prejudice to the limitations of liability in Section 9 of these Terms & Conditions.
3.5 Billing for the completed transport orders is carried out by the Service Provider via ONLOGIST or, at the Customer’s discretion, by the Customer in the context of creation of a credit note. The Customer hereby acknowledges the following details of invoicing:
The Service Provider shall agree with the Customer a fee for completion of the transport order within the framework of the award of transport orders via ONLOGIST. ONLOGIST has no control over the amount of the remuneration.
Before the order is placed, Customers shall generally determine whether responsibility for settlement of the services completed lies with the provider of the service, i.e. in the form of invoicing by the Service Provider, or the recipient of the service, i.e. by the Customer issuing credit notes.
In the latter case, the Service Provider shall in principle agree to settlement by the Customer issuing a credit note. This applies on acceptance of the Terms & Conditions applicable to Service Providers and in the event that the respective Customer stipulates this as agreed between the Customer and the Service Provider in accordance with Section 14(2) sentence 2 of the German Value Added Tax Act (UStG).
In the case of settlement by the provider of the service, i.e. invoicing by the Service Provider, the latter may invoice the Customer for a completed transport order which is marked as “arrived” within the meaning of Section 5.6.1 below at any time after accepting the transport service, using the technical aids made available on the ONLOGIST Platform. If invoicing is not completed 3 months from the time the transport order is marked as “arrived”, settlement shall be by credit note from the Customer.
In the case of settlement by the recipient of the service, i.e. the Customer issuing a credit note, ONLOGIST shall create credit notes for all open orders and orders released for billing in the name and on the account of the Customer at regular intervals. An agreement in accordance with Section 14(2) sentence 2 UStG shall be made pursuant to Section 6.2 of these Terms & Conditions.
The Service Provider shall receive a copy of the settlement notice for its records as part of its invoicing or in relation to credit notes received via the ONLOGIST Platform. In addition, the settlement created via the ONLOGIST Platform and the expense receipts uploaded for this purpose can be accessed via the ONLOGIST Platform for 30 days. Otherwise ONLOGIST is not obliged to save settlement notices or information on expenses incurred.
ONLOGIST shall cooperate with the factoring company RHD Rechnungsstelle AG, Am Wall 96-98, 28195 Bremen, Germany (Factor) for processing payment claims generated via the ONLOGIST Platform.
At the time of invoicing, the Service Provider shall choose via the ONLOGIST Platform or, if it receives credit notes from Customers, in the course of defining the basic settings of its Service Provider account, between pre-financing factoring, due date factoring and other services offered by the Factor and shall assign all payment claims generated via the ONLOGIST portal (including any expenses incurred by the Service Provider) against the Customer to the Factor. A contract shall thereby be concluded between the Service Provider and the Factor. Any fees incurred shall be determined by the Factor.
The involvement of the Factor is mandatory for the Service Provider when using ONLOGIST.
The partner insurance broker of ONLOGIST and ONLOGIST shall also assign their payment claims against the Service Provider (claims due to the use of insurance cover and ONLOGIST commission claims) to the Factor.
The Factor is entitled to offset all payment claims assigned to it (Service Provider payment claims, partner insurance claims, ONLOGIST commission claims) in accordance with Section 6).
The Factor shall pay the assigned payment claim of the Service Provider, reduced by the ONLOGIST commission and, if applicable, the costs for the use of insurance cover, by transferring the amount to the account specified by the Service Provider when registering, in accordance with the factoring contract that comes about between the Factor and the Service Provider via ONLOGIST.
In the event that expenses incurred are to be invoiced in accordance with the transport contract, these must be approved beforehand by the Customer. The corresponding transport service cannot be charged to the Customer until the expenses incurred have been approved by the Customer. The Service Provider shall settle expenses for ancillary services, stating the net amounts and uploading a copy of the evidence (e.g. scan of an invoice), as part of regular invoicing.
ONLOGIST wishes to point out that if a Customer places orders via the ONLOGIST Platform in accordance with these Terms & Conditions, the Factor only buys claims against a Customer that are either based on orders that go through the ONLOGIST Platform or that are invoiced directly to the Customer by a Service Provider, because of the high level of procedural complexity involved in the link with ONLOGIST. The Factor is therefore not authorised to purchase claims other than those mentioned above (e.g. a sale of claims via the Factor in relation to third-party platforms) (exclusivity).
4 Registration, access data, checking of the Service Provider's driving licence
4.1 Use of the ONLOGIST Services requires registration of the Customer and, if applicable, of its employees, and creation of the associated personal accounts. The Customer shall enter the data necessary for publication and assignment of Vehicle transport orders in the account(s) set up for it by ONLOGIST. After checking the data provided by the Customer for completeness, ONLOGIST shall activate the account(s) so that the Customer can place Vehicle transport orders with ONLOGIST, whereupon the Service Providers preselected by the Customer can submit offers.
4.2 ONLOGIST only checks the data entered by the Customer and the Service Provider on registration for completeness. ONLOGIST does not check the data provided by the Customer or the Service Provider for correctness and therefore accepts no liability for disadvantages, damage or costs that arise from the fact that the data provided by the Customer or the Service Provider are incorrect. Accounts with incorrect data may be blocked by ONLOGIST. A justified assumption that the data are inaccurate is sufficient in this context.
4.3 The Customer is obliged to ensure that the data provided on registration are always up-to-date and correct.
4.4 ONLOGIST cannot accept liability for checking that the data provided by the Service Provider on registration meet the legal requirements or the Customer’s own requirements (in particular contractual, regulatory or industry-specific obligations) or that they are always up-to-date and correct. The Customer is entitled to check and ensure this via the ONLOGIST Platform and is able to inspect all documents provided by the Service Provider on request, if necessary. ONLOGIST advises the Customer that, in particular before carrying out the transport and handover of the Vehicle, the Customer should ensure that the Service Provider is in possession of a driving licence valid for the area in question and, in the case of loaded car transport, the requisite road haulage licence (e.g. based on the maximum permissible total weight of the vehicle plus trailer). ONLOGIST cannot accept liability for damage or loss resulting from a breach of the above obligations by the Customer.
4.5 ONLOGIST may at any time request confirmation of the correctness of its information and additional information, documents or other evidence from the Customer, in particular in the context of registration, which it must send to ONLOGIST immediately.
4.6 The account(s) created by ONLOGIST for the Customer or for its employees is/are not transferable.
4.7 ONLOGIST reserves the right to delete an account that has not been fully registered after a reasonable period of time.
4.8 The Customer may not pass on the access details made available to it by ONLOGIST to third parties. Those details may be passed on to employees of the Customer for official purposes if and to the extent that it is ensured by contract that they comply with the underlying Terms and Conditions. The Customer is accountable for the culpability of its employees.
4.9 The Customer is obliged to inform ONLOGIST immediately if there are indications that an account has been misused by a third party.
5 Conclusion of the transport orders to be awarded by the Customer, settlement
5.1 Transport orders using the ONLOGIST Platform come about as follows:
Bidding process
Direct award.
5.2 General
5.2.1 The Customer shall set up the respective transport contract or, if applicable, a transport framework agreement on the ONLOGIST Platform or use a standard contract. The Service Provider shall accept the conditions of the transport contract or the standard contract set up by the Customer when submitting a binding offer. In the case of the use of transport framework agreements, the transport framework agreement set up by the Customer must be accepted by the service company. ONLOGIST shall not check the transport contract/transport framework agreement between the Customer and the Service Provider in terms of content, effectiveness or in any other respect and cannot accept liability for disadvantages, damage or costs that arise in the context of execution of the transport contract/transport framework agreement.
5.2.2 In order to be able to ensure that the processes on the ONLOGIST Platform are carried out as smoothly and efficiently as possible, certain conditions must be agreed as binding between the Service Provider and the Customer in the contractual agreement(s). In this respect, the Customer undertakes to ensure that the transport order to be awarded on the basis of the transport contract it has set up contains the following points and they are legally binding where necessary:
assurance that the Service Provider ensures by providing full evidence that the statutory contractual and/or industry-specific regulatory requirements incumbent on the Customer are met and that these are always up-to-date and correct;
payment term of 30 days from the invoice date, no agreements are made about deductions for payments made before the due date (discount);
suitable cancellation or discount regulations that ensure compliance with Section 6.3;
definition of the type and scope of expenses that are reimbursable for the Service Provider;
required qualifications of the Service Provider, if appropriate;
arrangements for obtaining confirmation from the Service Provider that the statutory minimum wage and social security contributions are being paid properly.
5.2.3 If ONLOGIST sets up the transport order on behalf of the Customer, the Customer shall provide ONLOGIST with the aforementioned data in full. ONLOGIST shall then inform the Customer which of the transport orders set up on the ONLOGIST portal have been placed successfully. Within the scope of technical support, ONLOGIST cannot accept liability for the successful placement of the transport orders set up on behalf of the Customer.
5.3 Bidding process
When the Customer publishes a transport order in the bidding process using the ONLOGIST Platform, it is submitting a non-binding request for the Service Provider to submit binding (time-limited) offers to conclude the stored transport contract for this order. The Customer shall determine a starting price and a period within which offers can be submitted by Service Providers (“Term”). The Service Provider shall be bound to its offer for the duration of the time limit set by it. The Customer has the option of cancelling the order during the Term and thus ending the bidding process. At the end of the Term, an offer is automatically accepted by the Customer in accordance with criteria predefined by the Customer, as a result of which the transport contract/transport framework agreement with the Service Provider concerned is concluded. The Service Provider concerned shall be notified by ONLOGIST of acceptance of the offer by the Customer.
Furthermore, the Customer has the option of submitting a transport order as a binding request to submit a binding offer to conclude a transport contract for this order by the Service Provider. The Customer shall determine a price and conditions that can be accepted immediately by a Service Provider. The Customer has the option of cancelling the order before it is accepted.
5.4 Direct award
If an order has not been placed in the bidding process, the Customer also has the option of placing the transport order directly with selected Service Providers. The Customer shall submit a binding offer to conclude a contract for this transport order by the Service Provider by determining a fixed price at which the selected Service Provider can accept the offer as contractually binding. The Service Provider also has the option of submitting a new binding (counter-)offer in this award mode, which can then be accepted by the Customer.
5.5 Transfer of transport orders by Service Providers
The transfer of a transport order by a Service Provider to another Service Provider activated by the respective Customer (the activation ensures that it is also able to meet all the requirements for the transport order) is possible if the other activated Service Provider expressly agrees to this and the Customer does not cancel the order before it is carried out. If a Service Provider is unable to carry out the agreed transport order or to transfer it to another Service Provider activated by the respective Customer or the subsequent Service Provider is not able to carry out the agreed transport order, the transport order shall be cancelled immediately. ONLOGIST shall inform the Customer of the cancellation.
5.6 Settlement
5.6.1 For the purpose of billing for the transport services provided, it is necessary for the Customer to mark the execution of a transport order as “arrived” on the portal.onlogist.com website (“acceptance”). In the interests of smooth and timely billing for successfully completed transport orders, the Customer undertakes to mark them immediately in this way on the portal.onlogist.com website. On completion of a transport order, the Customer shall report any defects within 48 hours - calculated from the latest arrival time stated on the order - or mark the order as “arrived”. Recording of any damage to the transported Vehicle can be completed using the so-called claims tool provided on the ONLOGIST portal. For Service Providers who take advantage of the partner insurance offered on the ONLOGIST portal, it is mandatory to use the claims tool.
If entry of the mileage, times and registration number is part of the order after it has been carried out by the Service Provider, the aforementioned period shall begin once the relevant data has been entered. The 48-hour period shall be extended accordingly if and to the extent that Saturdays, Sundays or public holidays (in Hamburg, Germany) fall within the period. If neither a notice of defects nor an express acceptance of the transport service has been provided by the Customer, the transport order shall be automatically marked as “arrived” by ONLOGIST after the specified period has expired and the transport service is therefore deemed to have been accepted by the Customer.
5.6.2 Before placing transport orders, Customers always specify whether the Service Provider (invoice) or the Customer (credit note) shall be responsible for settlement. Service providers shall confirm in a separate declaration that they fundamentally agree to settlement by means of credit notes, and, on stipulation by the Customer, this shall be deemed to have been agreed between the Customer and the Service Providers in accordance with Section 14(2) sentence 2 UStG.
In the case of billing by the Service Provider, after acceptance of a transport service in accordance with section 5.6 of these Terms & Conditions the Service Provider may invoice the Customer for the transport order at any time using the technical options provided on the ONLOGIST Platform. In the case of settlement by the Customer, ONLOGIST shall regularly issue credit notes in the name and on account of the Customer for all orders accepted and approved for settlement in accordance with Section 5.6 of these Terms & Conditions. In this respect, ONLOGIST is commissioned by the Customer with creation of credit notes in accordance with Section 14(2) sentence 4 UStG.
5.6.3 By means of legitimate (i.e. contractually agreed, see Section 5.2.2) cancellation or discount requests, Customers may retrospectively request a cancellation or a price reduction from the Service Provider in the period between an order being placed and being marked as “arrived” on the portal.onlogist.com website. On receipt of a cancellation or discount request, the Service Provider shall have 20 bank working days to respond to it. The Service Provider shall then have the opportunity to claim costs or to submit counter-proposals. If the Service Provider wishes to claim costs or makes a counter-proposal, the Customer shall in turn have the option of accepting the costs or the counter-proposal or making a counter-proposal itself within 20 banking days.
If the Customer or the Service Provider does not respond to a cancellation or discount request or to a counter-proposal within 20 banking days, the request or the counter-proposal shall be deemed to have been accepted. In the event of failure to reach an agreement, ONLOGIST shall endeavour to reach an amicable agreement between the contracting parties as far as is necessary and reasonable, taking into account the transport order and the stored transport contract.
If the Customer has marked an order as “arrived” on the portal.onlogist.com website, no cancellation or discount requests may be made.
5.6.4 If a Customer complains about the settlement of a Service Provider carried out via ONLOGIST after payment by the Customer, the Customer shall reimburse ONLOGIST for the additional expenses incurred as a result.
6 Fees, remuneration
Registration with ONLOGIST and the use of the basic functions of the ONLOGIST Platform are free of charge for the Customer. If and to the extent that additional services and functions are requested by the Customer which ONLOGIST is willing to provide, these shall be agreed in a separate service contract.
7 Term of the contract and termination, prohibited activities
7.1 The agency contract between ONLOGIST and the Customer shall be concluded for an indefinite period and may be terminated by either party with fourteen (14) days’ notice. The contract shall come into effect on completion of registration of the first account set up by ONLOGIST for the Customer as defined in section 4.1. The transport contract for the execution of a Vehicle transport order shall be concluded exclusively between the Service Provider and the Customer. By registering with the access details sent to it, the Customer confirms that it is acting in exercise of its commercial or independent professional activities when concluding the contract. The Customer must notify ONLOGIST immediately, without being requested to do so, if it ceases to carry out a corresponding commercial or independent professional activity. The agency contract concluded between the parties then ends automatically without the need for termination.
ONLOGIST wishes to point out that the exclusivity in connection with the Factor set out in Section 3.5 of these Terms and Conditions shall apply to ensure completion of all processes (including technical ones) for 12 months starting from the end of this agreement and following confirmation by the Customer in text form that all claims arising from the orders brokered by ONLOGIST have been settled.
By way of clarification, it is emphasised that Customers do not have a claim against ONLOGIST at any time in relation to the conclusion of a contract for a transport order and nothing in these Terms & Conditions can be interpreted in such a way that ONLOGIST is liable for the non-conclusion of such a contract.
7.2 This is without prejudice to the right to terminate for good cause. Good cause that entitles ONLOGIST to terminate the agency contract without notice exists in particular if the Customer uses the ONLOGIST Services for improper purposes or for immoral or illegal actions or content, or is in breach of contract.
A material breach of contractual obligations in the above mentioned terms exists, inter alia, in cases of unreliability or justified doubts about the admissibility of the principal in each case as defined in Clause 7.6. A good cause for extraordinary termination of the contract also exists, among others, if the claims ratio (= ratio of the sum of the insurance premium paid by the service provider to the partner insurer for the calendar year in question to the total amount of claims settled by the partner insurer in this respect) is 80% or more.
7.3 All terminations in relation to the concluded agency agreement shall take text form (Section 126 b of the German Civil Code (BGB)).
7.4 When this agency contract comes to an end, the Customer may no longer use the ONLOGIST Services. If transport orders are already running, the ONLOGIST Services may be used by the Customer only for those transport orders until the last transport order has been completed.
7.5 ONLOGIST may delete transport orders to be awarded, warn the Customer, restrict its use of the ONLOGIST Services and temporarily block the personal account(s) of a Customer’s employee(s) if there are concrete indications that the Customer has violated statutory provisions, third-party rights or these Terms and Conditions. When deciding on the action to take, ONLOGIST shall also take into account the legitimate interests of the Customer.
7.6 As a platform, ONLOGIST relies on cooperating with dependable and honest Customers. Unreliability and inappropriate behaviour endanger the success of ONLOGIST. ONLOGIST may therefore restrict the use of the ONLOGIST Services and temporarily or permanently block the personal accounts of a Customer/employees of a Customer, if ONLOGIST has legitimate grounds to conclude that the Customer is not sufficiently reliable to assign and process transport orders. Legitimate doubts about the reliability of a Customer exist in particular if a Service Provider complains to ONLOGIST in a verifiable way about the award and processing of a transport order by a Customer, e.g. in the following situations:
Missing or late payments of Service Provider invoices;
Failure to release expenses of the Service Provider;
Unwillingness to cooperate in the execution of the order, in particular severely limited availability;
Failure to cancel driving orders that can no longer be carried out;
Failure to process cancellations;
Repeated submission of conflicting claims;
Repeated posting of transport orders that cannot be carried out realistically due to time limits or other specifications;
The Customer expresses himself negatively about ONLOGIST without objective justification;
Copying the ONLOGIST business model or carrying out competitive activities.
The examples above may, in individual cases, lead to blocking of an account even without a formal complaint from a Service Provider. When an account is blocked, ONLOGIST shall always take into account the legitimate interests of the Customer concerned.
7.7 The content and information on the portal.onlogist.com website (including but not limited to messages, data, information, text, photos, graphics, videos, maps, symbols, software, code and other material) and the infrastructure used to provide such content and information are the property of ONLOGIST. The Customer agrees not to change, copy, distribute, transmit, display, perform, reproduce, publish, license, transfer, sell, resell or create edited versions of any information, software programs, products or services received from or via the website portal.onlogist.com. Furthermore, the Customer hereby agrees to refrain from:
monitoring or copying content or information from the onlogist.com website or accessing it using robots, spiders, scrapers or other automated means or any manual process for any purpose without the express written consent of ONLOGIST;
using automatic reading programs (“robots”);
carrying out actions that aim to create an unreasonable or disproportionately high load on the infrastructure of ONLOGIST, in particular the ONLOGIST Platform, or to cause such a load;
creating deep links to any part of the onlogist.com website for any purpose without the express written consent of ONLOGIST;
creating frames or mirrors of part of the onlogist.com website or bringing about their integration into any other website without the prior written consent of ONLOGIST;
attempting to change, translate, adapt, edit, decompile, disassemble or reverse engineer software programs used by ONLOGIST in connection with the onlogist.com website or the services.
Infringements shall result in a contractual penalty of at least EUR 10,000 per infringement. The Customer’s account shall be permanently blocked.
ONLOGIST reserves the right to claim further damages.
The Customer has the right to demonstrate that lesser damages have been incurred.
8 Reviews
The Customer has the option to review Service Providers through the ONLOGIST Services after the transport order has been carried out. The review is visible to other Customers. The Customer is obliged to provide only truthful and factual information. ONLOGIST cannot accept liability for damage or loss resulting from a breach of this obligation by the Customer and has the right to delete corresponding reviews if there is a legitimate interest in doing so. It should be noted that the review and any complaints by the Customer are included in the automated rating of Service Providers by ONLOGIST and as a result, damage can be caused to Service Providers. The Customer exempts ONLOGIST from regulation in this connection.
9 Liability
9.1 Award of orders and their implementation is the sole responsibility of the parties to the transport contract, even if and to the extent that ONLOGIST acts in this context at the request of one of the parties. ONLOGIST’s liability, regardless of the legal basis, is limited to damage that ONLOGIST, its legal representatives or vicarious agents have caused intentionally or through gross negligence or through the breach of obligations essential for fulfilment of the purpose of the contract (so-called cardinal obligations). Cardinal obligations within the meaning of this standard are in particular those the fulfilment of which makes the proper execution of the contract possible in the first place and on compliance with which the contractual partner regularly relies and may expect to rely.
9.2 ONLOGIST is also liable if it, its representatives or vicarious agents have culpably caused loss of life, physical injury or damage to the health of the Customer or a person who is included within the scope of the contract.
9.3 In the event of a negligent breach of a cardinal obligation, ONLOGIST is only liable for foreseeable, typical damage; in this case, liability is limited to EUR 50,000 per instance of damage.
9.4 Any further liability on the part of ONLOGIST is fundamentally excluded.
10 Data protection and data security
10.1 Both contracting parties shall observe the applicable data protection regulations and those of the German Telemedia Act as part of the processing of any cooperation, in particular those applicable in Germany, and oblige their employees who are used in connection with the agency contract to maintain confidentiality and to observe data protection in accordance with Art. 31(4) GDPR, unless they are already generally obliged to do so. Without the consent of the data subject, e.g. the Customer’s employee, ONLOGIST shall collect, process or use personal inventory and usage data of the Customer only insofar as this is necessary for execution of the contractual relationship and is covered by a legitimate interest according to Art. 6(1) point (f) GDPR.
10.2 Without the consent of the data subjects, e.g. the Customer’s employees, ONLOGIST shall not use personal data of data subjects for advertising, market or opinion research purposes.
10.3 The Customer has the option at any time to access the data stored about it, to change it or to arrange for ONLOGIST to erase it. The right to erasure does not apply if (i) the data must be stored for legally permissible purposes or (ii) after blocking a Customer account for legitimate reasons, ONLOGIST requires the data in question, in particular for the purpose of identifying the account holder, e.g. to prevent future registrations by the blocked Customer (maintaining a so-called black list). With regard to the legal bases pursuant to Art. 6(1) GDPR and further information on data collection, processing and use, reference is otherwise made to the separate privacy policy, which the Customer shall accept on registration and which is available to the Customer at any time on the ONLOGIST Platform.
10.4 The Customer shall ensure that it is entitled to collect and process personal data of its employees and/or other natural persons commissioned by it or by ONLOGIST in accordance with the applicable regulations, in particular those relating to data protection, and in the event of a breach of those regulations, it shall indemnify ONLOGIST against claims by third parties.
11 Confidentiality
11.1 Both contracting parties shall treat all information and documents received from or made known to them by the other party and the content of these Terms & Conditions in strict confidence and at least with the due care they give to their own information of the same sort. These obligations shall remain in force even after the contract has come to an end. Each contracting party is obliged to destroy all copies of the confidential information provided by the other contracting party and all documents, analyses, studies, evaluations, notes, etc. created on the basis of such information, as far as is actually possible, when the contract comes to an end. Data stored in data processing systems shall be anonymised at the request of the Customer after the contract has ended. ONLOGIST and the Customer shall take reasonable precautions to prevent uninvolved third parties from accessing such information and documentation. Duplication and/or distribution of documents provided is permitted only for direct collaboration.
11.2 Information, documentation and these Terms & Conditions may be used only for the purpose of executing the contract between ONLOGIST and the Customer. They may be passed on only to those employees, subcontractors and third parties (e.g. the Factor) who need to know them in order to carry out their contractual obligations in relation to placement of transport orders through ONLOGIST. Employees, subcontractors and third parties involved in processing of contracts (e.g. the Factor) shall be obliged in writing to maintain confidentiality in accordance with these provisions in respect of the parties. Either party may request a copy of this undertaking.
The above applies in particular to the transfer of data from the Customer in the context of settlement of successfully completed transport orders to a factor via a software interface. The Customer agrees to provision of the data to the Factor via a software interface; ONLOGIST shall immediately notify the Customer of the name of the Factor on request, regardless of any settlement processes.
11.3 The duty of confidentiality shall not apply to information and documents that are or become public knowledge without this resulting from a breach of contract by any of the parties, or that the receiving party has received from third parties who are authorised to disclose them to the general public. Any party who invokes these exceptions shall bear the burden of proof.
12 Communication
12.1 The Customer agrees that ONLOGIST may provide it with legally required publications, notifications and other information about the ONLOGIST Services and information in connection with these Terms and Conditions by sending an email to the email address provided by the Customer. The Customer also agrees that electronic notifications have the same meaning and effect as hard copies. Such notifications are deemed to have been received 24 hours after the email has been sent, unless ONLOGIST receives notification that the email has not been delivered.
12.2 The Customer is therefore obliged to ensure that at least one current and valid email address is stored with ONLOGIST at all times. ONLOGIST cannot accept liability in the event that the only email address provided by the Customer is invalid or its email address has changed without notification of ONLOGIST.
13 Force majeure
13.1 ONLOGIST is released from the obligation to perform under this contract if and to the extent that the non-performance of services is due to circumstances of force majeure after conclusion of the contract.
13.2 Force majeure includes war, strikes, riots, expropriations, cardinal changes to the law, storms, floods, pandemics and other natural disasters, and other circumstances for which ONLOGIST is not responsible, in particular water ingress, power cuts and interruptions and destruction of data-carrying lines.
13.3 Each contracting party must inform the other contracting party immediately and in writing of the occurrence of force majeure.
14 Concluding provisions
14.1 All services of ONLOGIST shall be provided on the basis of the current Terms & Conditions of ONLOGIST. The Terms & Conditions applicable at the time of placement of the order shall apply to the services performed. ONLOGIST shall inform the Customer of any changes by email and/or when the Customer logs in to the portal.onlogist.com website.
14.2 Changes must be made in writing to be effective (Section 126 b BGB). This also applies to amendment or cancellation of this clause.
14.3 ONLOGIST also has the right to change the (product-specific) services and the relevant descriptions. This applies in particular if it is necessary for a valid reason and the Customer is not objectively placed at a disadvantage compared to the (product-specific) service description included in the contract (e.g. maintenance or improvement of functions) and that the deviation from that description is not significant. A valid reason exists if there are technical innovations on the market for the services due or if third parties from whom ONLOGIST obtains the preliminary work necessary to provide its services change their range of services.
ONLOGIST may also adapt the range of services and the corresponding service description for further developments of the software of the ONLOGIST Platform to reflect technical progress.
ONLOGIST may also adjust its services, in which case, if the Customer’s legitimate interests are violated by the change in service, the Customer is entitled to extraordinary termination of the contractual relationship with ONLOGIST on the grounds of said change within 4 weeks of becoming aware of the change. If this right to extraordinary termination is not exercised, the changes shall be deemed to have been accepted by the Customer.
14.4 ONLOGIST is entitled to use the Customer’s brands and other trademarks for the duration of the contractual relationship and within the framework of provision of the agreed services.
14.5 ONLOGIST is entitled to transfer all of its rights and obligations under these General Terms & Conditions to third parties. The Customer hereby declares its agreement to the assignment. The Customer may assign its rights and obligations under this contract to third parties only with the prior written consent of ONLOGIST.
14.6 The contractual relationships are governed by German law. As far as is legally permissible, the place of jurisdiction is Hamburg.
14.7 General terms and conditions of the Customer do not apply.
14.8 Should individual provisions of this contract be ineffective, this does not fundamentally affect the validity of the remaining provisions. In this case, the contracting parties shall endeavour to find a provision in place of the ineffective provision that comes legally and economically as close as possible to the contractual objective.
As of: 11/2021