1.1.
These General Terms and Conditions for Clients (the "GTC") apply between Subezy GmbH, Herzogstr. 19, 80803 Munich ("Subezy") and the Client ("User") with regard to the mediation of transport contracts and the management services provided by Subezy (collectively, the "Services") made available to the User through the website "subezy.de" (the "Platform").
1.2.
The GTC, together with the information provided by the User through the input mask, constitute the contractual agreement between Subezy and the User (individually, also "Party," and collectively, "Parties") concerning services rendered by Subezy (each a "Service Agreement"). The User's general terms and conditions shall not apply, even in a supplementary manner, unless Subezy agrees to their applicability in the order confirmation or otherwise in written form.
1.3.
This Service Agreement supersedes all prior agreements between the Parties relating to the mediation of transport contracts. For the purposes of this Service Agreement, "Transport Contract" means any agreement between the User and the subcontractor regarding the transport of goods or merchandise between two locations at an agreed price.
1.4.
These GTC can be viewed and saved as a PDF file through this link. The User can print the GTC.
2.1.
The Services and the Platform are exclusively available to entrepreneurs within the meaning of § 14 BGB (German Civil Code). Therefore, Subezy may request the User to provide proof of entrepreneur status during the registration process.
2.2.
Through the Platform, Subezy will mediate suitable transport contracts and contacts with transport companies ("Subcontractors") to the User ("Mediation Service"). The User can search for suitable Subcontractors for the execution of transport contracts based on specified criteria and submit order offers on the Platform. Additionally, the User has the option to search only for suitable contacts. As part of the mediation service, Subezy suggests suitable Subcontractors to the User. The User and the Subcontractor can communicate directly on the Platform and conclude a transport contract. The details of the transport contract will be agreed upon between the User and the Subcontractor. Subezy is not a party to the transport contract and does not provide any guarantee for the proper fulfillment of the transport contract.
2.3.
The Subcontractors proposed to the User as part of the mediation service are generally considered "new contacts" unless the User or the Subcontractor can demonstrate within two weeks after the proposal by Subezy that a business relationship or contact with the Subcontractor existed prior to the order or contact mediation.
2.4.
Furthermore, Subezy provides services on the Platform related to the execution and settlement of transport contracts ("Management Services"). The scope of the Management Services provided by Subezy is outlined in the current service description on the Subezy website. The Management Services on the Platform include, among others:
2.5.
Subezy explicitly states that the information provided by Users and Subcontractors is not verified, and any erroneous data entry concerns the relationship between the User and the Subcontractor. Users are obligated to ensure that the data they provide is accurate and that they have the necessary authorization to use and share the data.
2.6.
Subezy has no influence over the conclusion or non-conclusion of a transport contract between the User and the Subcontractor. The information provided by Subezy regarding services, terms, or other information solely serves to enable the User to make an independent and responsible decision.
3.1.
The user guarantees that they will not conclude a transport contract with a new contact with the intention of circumventing the payment terms as per Section 4.
3.2.
The user will inform Subezy about all transport contracts with new contacts that are concluded and executed outside the Platform.
3.3.
For violations of the circumvention prohibition, the User shall owe a reasonable contractual penalty, which shall be determined by Subezy on a case-by-case basis and subject to judicial review for reasonableness.
3.4.
The contractual penalty does not exclude the assertion of claims for damages.
4.1.
The registration and use of the Services on the Platform are free of charge for the user.
4.2.
The user and the Subcontractor are obligated to settle the payments arising from the transport contract via the Platform. This obligation applies to all transport contracts with new contacts concluded due to order or contact mediation and for transport contracts executed involving Management Services. To this end, Subezy employs third-party providers.
4.3.
The user is obligated to use the payment methods and payment services provided on the Platform by third-party providers for the payment processing of transport contracts. The User authorizes Subezy to transmit the necessary payment processing information to both the third-party provider and the Subcontractor. The User may be required to agree to the general terms and conditions of the third-party providers.
4.4
The user shall provide Subezy or the third-party provider with all necessary information related to anti-money laundering laws upon request.
5.1.
The user is obligated to register on the Platform. The User must provide the required information fully and truthfully.
5.2.
When registering a user account (the "User Account"), the User must provide the information in the mandatory fields and choose a password. The email address and password serve as login data (the "Login Data"). In the final step of the registration process, the User clicks the "Register Now" button. After submitting the registration, the User receives a registration confirmation by email, which constitutes the conclusion of the Service Agreement.
5.3.
The user is obligated to adequately protect login data and contents from unauthorized access by third parties, keep passwords confidential, and secure the User Account from unauthorized access by third parties. The User shall promptly notify Subezy if the User suspects unauthorized access to the User Account and/or if there are indications of such access.
5.4.
Subezy is entitled to refuse the User's registration without providing reasons. In the event of a violation of these GTC, Subezy is entitled to delete the User Account or block access to the Platform. In such a case, Subezy shall inform the User accordingly.
6.1.
The user is solely responsible for user content. The User is generally liable for all activities carried out under their User Account. The User shall not be liable if they are not responsible for the abusive use of their User Account.
6.2.
The user ensures that user content, in particular, is not:
6.2.1.
Harassing, offensive, or otherwise illegal
6.2.2.
Infringing upon the rights of third parties, particularly copyright, personal rights, or other proprietary rights
6.3
By providing or entering user content, the User irrevocably grants Subezy the non-exclusive, worldwide, free right to use user content to fulfill and execute the Service Agreement. Subezy may also exercise the rights granted by the User content through third parties, such as agents (e.g., hosting service providers).
6.4.
The User warrants that user content does not contain or spread viruses or other malicious software, such as worms or spyware, and that their transmission and proper processing by Subezy do not violate the rights of third parties or laws.
7.1.
Subezy provides no guarantee for a specific availability of the Platform. Liability of Subezy for temporary unavailability of the Platform is excluded.
7.2.
Subezy does not verify the information provided by the Subcontractor on the Platform or the information provided on third-party websites. Subezy assumes no liability for the accuracy, correctness, reliability, timeliness, adequacy, and/or completeness of the information available on the Platform.
7.3.
The fulfillment of the transport contract concluded on the Platform is the responsibility of the User and the Subcontractor. They are solely responsible for complying with legal regulations in fulfilling the transport contract. Subezy provides no warranty with respect to transport contracts concluded through the Platform. Subezy has no obligation to ensure the fulfillment of the concluded transport contracts.
7.4.
Subezy provides no guarantee for the actual identity and authorization of the Subcontractors. In case of doubts, the User is recommended to take appropriate measures to inquire about the true identity and authorization of the Subcontractor.
7.5.
Notwithstanding the above provisions, Subezy is liable without limitation for:
In the case of slight negligence, Subezy is liable only for the violation of a fundamental obligation (cardinal duty) that enables the proper execution of the Service Agreement in the first place and on whose compliance the User can regularly rely. The liability for the violation of such a fundamental duty is limited to damages that are typically foreseeable at the time of the User's registration, based on the circumstances known to Subezy at that time. Liability under the Product Liability Act remains unaffected by this.
7.6.
Section 7 also applies to the benefit of Subezy's employees, representatives, officers, and agents.
8.1.
Users indemnify Subezy from all claims that third parties assert against Subezy due to the infringement of their rights or due to legal violations based on user content submitted by Users, to the extent that the respective User is responsible for such infringement. The respective User also assumes the reasonable costs of Subezy's legal defense in this regard, including all court and attorney costs.
8.2.
Subezy is unable to ensure the legal conformity of Users' actions before, during, or after the execution of a transport contract. Therefore, Users undertake to indemnify Subezy from all claims that third parties assert against Subezy in connection with the transport contract.
9.1.
The Service Agreement based on these GTC is concluded for an indefinite period. The term of the Service Agreement commences with the date of the successful registration of the User.
9.2.
This Service Agreement may be terminated by either party at any time with one month's notice.
9.3.
The right to terminate the Service Agreement for cause remains unaffected by this. Termination results in the User losing access to their User Account.
9.4.
If transport contracts are processed through the Platform at the time of termination, this Service Agreement and access to the User Account will remain in effect until the termination of all transport contracts.
9.5.
Each termination declaration requires text or written form for its effectiveness.
10.1.
Subezy is entitled to publish and use the name and logo of the User in press releases and other marketing materials, as well as on social media platforms and elsewhere on the internet, also as a reference and in connection with Subezy's products and services. Subezy will duly consider the design specifications provided by the User to Subezy for this purpose.
10.2.
The user can revoke the authorization under Section 10.1 by notifying Subezy in text or written form. Upon receipt of the revocation at Subezy, the authorization of Subezy under Section 10.1 ceases to be effective for the future. Marketing measures taken before the receipt of the revocation remain unaffected. Subezy is not obligated to recall advertising materials already published.
To the extent that Subezy processes personal data on behalf of the User as part of the Service Agreement, this is done in accordance with the data processing agreement concluded between the Parties as part of the Service Agreement. The data processing agreement takes precedence within its scope of application.
12.1.
German law applies to the Service Agreement and all claims and rights arising from or in connection with the Service Agreement. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
12.2.
Munich is the exclusive venue for all disputes between the Parties arising from or in connection with the Service Agreement.
13.1.
Changes and additions to the Service Agreement require text or written form, unless expressly agreed otherwise, including the waiver of this formal requirement.
13.2.
The Contracting Parties may only assign claims from the Service Agreement with the consent of the other Contracting Party. § 354a of the Commercial Code (HGB) remains unaffected.
13.3.
Unless expressly agreed otherwise, the place of performance for the service is Subezy's registered office in Munich.
13.4.
If individual provisions of the Service Agreement are or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The Parties shall replace such provisions with effective and enforceable provisions that most closely correspond to the purpose and economic objective, as well as the intention of the Parties. The same applies to unintentional gaps in regulations.
July 24, 2023
Agent of Lemonway (a payment institution which registered office is located at 8, rue du Sentier 75002Paris, licensed by the ACPR under number 16568) registered in the French financial agentsContract Lemonway – Partner 15, Register (Regafi)