DE
Northbound, Prinzenstrasse 34, 10969 Berlin, Germany, info@gonorth.ai (the "Operator", "us", or "we") offers on the website gonorth.ai (the "Website") the software 'Northbound' for use as software-as-a-service (as more specifically described in Sec. [3], the "Software").
"Customer", "your", or "you" refers to the legal entity or natural person using the Software under these Terms and Conditions. When we refer to "Parties", we mean you and us together.
The legal relationship between you and us is based exclusively on the agreement concluded between us (the "User Agreement"), which includes these general terms and conditions (the "Terms and Conditions"). In the event of contradictions between the User Agreement and the Terms and Conditions, the provisions of the User Agreement shall prevail.
If special conditions for individual uses of the Software deviate from these Terms and Conditions, this will be indicated at the appropriate location within the Website. In this case, the respective special terms of use shall apply in addition.
The Software may only be used by Customers who are entrepreneurs within the meaning of Sec. 14 German Civil Code (BGB). We may demand that you provide sufficient proof of your status as an entrepreneur before concluding a User Agreement.
Terms and conditions of yours deviating or conflicting with these Terms and Conditions are not accepted by us unless we have expressly agreed to them. We hereby reject any counter-confirmations by a Customer with reference to its terms and conditions. Individual agreements between the Parties do always prevail.
The User Agreement language is English. We do not store the text of the User Agreement after it has been concluded. You have access to the current version of the Terms and Conditions on the Website. The respective version of the Terms and Conditions at the time of conclusion of the User Agreement is provided to you by email or download.
We provide you the Software in English.
The use of the Software requires the conclusion of a User Agreement between you and us.
The offers that we present on the Website to use the Software do not constitute a legally binding offer but an invitation to place an order (invitatio ad offerendum). You select under the tab 'Demo vereinbare' the Software (in the indicated version if applicable) that you wish to purchase against payment. Then information required for the relevant payment method must be entered. By clicking on 'Buy Northbound', you submit a binding offer to purchase or book the Software as displayed in the booking overview and based on the pricing model shown there. Before submitting a binding offer, you can correct all entries on an ongoing basis using the usual keyboard and mouse functions. Immediately after submitting the offer, you receive a booking confirmation which, however, does not yet constitute an acceptance of the contractual offer. The User Agreement between you and us is established as soon as we provide the purchased Software to you or accept your offer in a separate way (e.g. via email or other digital means).
The Software is a web-based application for managing supply chains and containers and is used to prevent demurrage and detention fees. We operate and maintain the Software on our servers or the servers of a designated service provider. The servers are operated in Germany.
For the term of the User Agreement, we provide you the Software for use as software-as-a-service. The scope of services with respect to the Software purchased by the Customer is set out in the description on our website under ['Pricing'] as well as the agreed service levels (Sec. [5]), rights of use (Sec. [6]), and support services (Sec. [8]) (altogether the "Service").
The functional scope of the Software includes:
We shall only owe you the provision of the functions and features of the Software as described in the service description above as well as the modification of the Software to reflect the current state of technology. Unless expressly agreed otherwise in writing, we do not owe any further services. In particular, we are not obliged to provide installation, setup, consulting, customization, or training services or to create and provide individual programming or additional programs. However, we may provide you with further services (e.g., additional features) upon separate agreement for a separate fee (if applicable).
We will continuously extend the Software and the Service in the form of patches, updates, and upgrades and make improvements provided that they (i) serve technical developments or (ii) appear necessary to prevent misuse. In addition, we are entitled to change the Software and the Service if (i) applicable law requires such changes, (ii) the changes are beneficial to you, and (iii) the changes are of a purely technical or procedural nature and have no material impact on you. All other changes are subject to Sec. [17] of these Terms and Conditions.
You may use the Software only within the scope of your own business activities by your own personnel (the "Authorized User Scope").
If we store any of your data, we will take state-of-the-art measures to protect your data. However, we shall not be subject to any custodial or safekeeping obligations with regard to your data.
Subject to payment of the agreed remuneration, we grant you the non-exclusive and non-transferable right to use the Software for the duration of the User Agreement to the agreed extent and in accordance with applicable laws.
The Software may only be used by you for your own purposes. In particular, you may not use the Software to:
We reserve the right to delete infringing content as well as content with viruses or other harmful components and/or to terminate the Service hereunder.
You may only copy the Software insofar as this is covered by the intended use of the Software in accordance with the applicable service description. Necessary copying includes loading the Software into the working memory on our server but not the even temporary installation or storage of the Software on data carriers (such as hard disks or similar) of hardware used by you.
After termination of the User Agreement, the rights of use end automatically without the need for a declaration by us.
If you wish to increase the scope of use of the Service (e.g., by adding further modules or features), you may do so with a notice period of two (2) weeks to the first day of the next calendar month by sending an email to info@gonorth.ai without this leading to a renewal of the User Agreement. For the respective remaining term of the current contract period, the difference between the increased fee, if any, and the fee already paid will be charged. For all following contract periods, billing will be carried out in connection with the agreed advance payment.
The Software may contain open source software components. The use of these components is subject exclusively to the corresponding terms of use of the open source software components that are transmitted and/or referenced as part of the open source software components. In the event of contradictions or conflicting provisions between the license terms of the open source software and the provisions of these Terms and Conditions, the license terms of the open source software shall prevail.
If we provide APIs or add-ons for third-party software, this third-party software is not covered by the granting of rights in accordance with Sec. [6]. The Customer is responsible for obtaining the corresponding rights of use.
We have set up a support service for your inquiries regarding the Services. Requests can be made via the support channels indicated on our website. The requests are processed in the chronological order of their receipt.
You shall ensure to only use the Software and the Service to the contractually agreed extent. We must be informed immediately of any unauthorized access. We are entitled to block the account or the access to the login area to the Software and/or to other services in case of misuse.
You are solely responsible for the content and data processed within the Software. You are obliged to not use the Software in a way which violates applicable law, official orders, third-party rights, or agreements with third parties.
You must observe our system requirements and end device recommendations set out here [URL]. If the system requirements are not fulfilled by you, it may lead to restrictions in the usability of the Software. We are not responsible for these restrictions.
You must check any data for viruses or other harmful components before storing or using it in the Software and shall use state-of-the-art measures for this purpose (e.g., antivirus programs).
You shall indemnify us against all claims, disputes, losses, damages, expenses, costs (including court costs and legal fees), and liabilities ("Losses") arising out of or in connection with (i) your use of the Software in breach of these Terms, (ii) any breach by you of any obligation or prohibition set out in Sec. [6.3] or in this Section, or (iii) a claim based on content of the Customer that has been distributed via the Software and has caused damage to a third party.
The content stored by you on the storage space provided for you may be protected by copyrights. You hereby grant us the right to make such contents accessible to you via the internet and in particular to reproduce and transmit such contents for this purpose and to be able to reproduce such contents for the purpose of data backups.
If and to the extent that with respect to your contents a database, databases, a database work, or database works are created on our server(s) during the term of the User Agreement, in particular through the compilation of application data or through activities by you permitted under the User Agreement, you shall be entitled to all rights thereto. You shall remain the owner of such databases or database works even after the end of the User Agreement.
If data loses its personal reference through pseudonymization, we may continue using and storing the application data insofar as this is legally permissible under applicable data protection laws.
You shall pay a fee to us for the use of the Software and the Service. The prices and the respective terms of payment are individually negotiated and shown at the time of the order on the Website under ['Pricing'].
We reserve the right to increase the fees for future contract periods. In this case, we will communicate the increase to you in writing at the latest eight (8) weeks before the fee increase comes into effect. In the event that you do not accept the price increase and provided the price increase is higher than 5%, you are entitled to terminate the User Agreement with 14 days' notice to the end of the current contractual period.
All fees are stated in and are payable in Euros plus applicable VAT.
We will invoice you on a monthly basis. Payment is due within 14 days of receipt of the invoice. Sec. [6.7] shall apply in the event the scope of use is increased during a contract period.
Invoices not paid within such period shall accrue interest at the applicable statutory rate. In addition, services may be restricted in the event of default. In the event of a delay in payment of more than 60 days, we are entitled to terminate the entire contractual relationship without notice.
All payments due shall be made electronically by bank transfer to the account details provided by us or by credit card, Stripe, PayPal, or any other agreed payment method.
You are not entitled to offset claims against us unless the claims have been legally established by a binding court decision or have been recognized in writing by us.
User Agreements on the use of the Software and the Service are concluded for an indefinite period. The User Agreement can be terminated by either Party with a notice period of 15 days to the end of the month.
The right to terminate without notice for good cause remains unaffected. Good cause shall be deemed to exist in particular if the other Party materially breaches the obligations set out in these Terms and Conditions if insolvency proceedings are opened against such Party's assets, or if such Party becomes insolvent or illiquid. Good cause shall also exist if the other Party uses data in a manner that violates the contractually agreed provisions.
Any termination must be in text form.
In the event of termination of the User Agreement, all rights of use to the Software granted to you shall lapse immediately, and you shall cease to use the Software.
The Software provided by us essentially corresponds to the stated service description. In the case of updates, upgrades, or new version releases, warranty claims are limited to the new features of the respective update, upgrade, or respectively new version release compared to the previous version.
In principle, the statutory warranty provisions for rental agreements apply. However, the application of Sec. 536a (2) German Civil Code (BGB) (right of the user to rectify defects themselves) and strict liability in accordance with Sec. 536a (1) German Civil Code (BGB) for defects that already existed when the User Agreement was concluded are excluded.
In all other respects, the provisions of service contract law (Sec. 611 et seqq. German Civil Code (BGB)) shall apply.
We do not guarantee that your business expectations associated with the use of the Service will be realized.
We do not assume any additional guarantee for the Software without express confirmation.
Any claims for damages are subject to the limitations set out in Sec. [14] (Liability).
We are liable to you without limitation in the event of intent, gross negligence, and culpable injury to life, body, or health. We are also liable without limitation for claims under the Product Liability Act (Produkthaftungsgesetz ProdHaftG), for guarantees given in writing, and for claims due to the absence of warranted characteristics.
Notwithstanding the preceding paragraph, we shall be liable to you in the event of minor negligent breaches only with respect to material contractual obligations but in any case limited to the damage typically foreseeable at the time of conclusion of the User Agreement. Material contractual obligations are obligations (i) the fulfillment of which is a prerequisite for the proper performance of the User Agreement or the breach of which jeopardizes the purpose of the User Agreement, and (ii) the compliance of which you may regularly rely on. Strict liability pursuant to Section 536a (1) German Civil Code (BGB) for defects that already existed when the User Agreement was concluded is excluded.
We are entitled to raise the objection of contributory negligence on your part (e.g., due to a breach of your obligations in accordance with Sec. [9]).
We are only liable for the loss of data up to the amount that would have been incurred if the data had been properly and regularly backed up in order to restore it.
We assume no liability for damages that arise if you pass on passwords or user IDs to unauthorized persons or if these otherwise reach unauthorized persons without us having any influence on this.
This Section shall also apply in favor of our employees, representatives, and bodies.
You shall comply with the applicable data protection regulations when using the Software. In this respect, we are not the controller within the meaning of Art. 4 No. 7 GDPR.
If necessary, the Parties shall conclude an Agreement on data processing and technical and organizational measures (TOMs) based on the template provided by us prior to the start of processing. In this case, we will process the relevant personal data solely in accordance with the provisions set out therein and in accordance with your instructions.
If we store any of your data, you remain the owner of the data stored on our servers, and the data will not be passed on to third parties.
Up to three (3) months after termination of the User Agreement, you shall be entitled to have your data exported in a customary format. Thereafter, the data may only be exported in individual cases (if the data is still available) and for a separate fee.
The Parties undertake to maintain confidentiality about all Confidential Information that they obtain in connection with the User Agreement and its performance and not to disclose or pass on such information to third parties. "Confidential Information" within the meaning of the preceding sentence shall mean all business, technological, scientific, patent, and other internal information of the Parties relating to any business strategies, ideas, intellectual property rights, development, know-how, and production of the Parties that has already been disclosed or will be disclosed under the User Agreement. The confidentiality obligation shall not apply to information of a Party:
Amendments to these Terms and Conditions
For good cause, in particular in the event of changes in statutory law, supreme court rulings, the Software, the Service, or market conditions, we may notify you of an amendment to these Terms and Conditions indicating the main changes. The amended Terms and Conditions are deemed agreed by you if you have not objected to the amendment within one month after receipt of the notification and we have specifically pointed out this consequence to you in the notification. Changes to the scope of services agreed with you require your express consent irrespective of the above provisions.
If you object to an amendment of the Terms and Conditions within the aforementioned period, we are entitled to terminate the User Agreement with a notice period of three (3) months to the end of the month.
In addition, in the event of an increase in fees, Sec. [11.5] shall apply.
Notifications from the Customer shall be sent by e-mail to info@gonorth.ai. Important changes to customer data or other circumstances affecting the contractual relationship shall be communicated by the Customer to the Operator immediately at the above e-mail address.
German law shall apply. Any conflict of laws provisions and the United Nations Convention on User Agreements for the International Sale of Goods of 11 April 1980 shall not apply.
The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms and Conditions or the User Agreement shall be Berlin, Germany, to the extent applicable mandatory law does not provide otherwise. The place of performance is the registered office of the Operator.
Should a provision of these Terms and Conditions be or become invalid, contain an invalid deadline provision, or a gap, the legal validity of the remaining provisions shall remain unaffected. Insofar as the invalidity does not result from a violation of Sec. 305 et seqq. German Civil Code (BGB), the invalid provision shall be replaced by a valid provision that comes as close as possible to the economic intentions of the Parties. The same applies in the event of a gap. In the event of an invalid term, the legally permissible term shall apply.
Version: 29.05.2024
