General Terms and Conditions of AutoDo GmbH
Scope of the General Terms and Conditions
1.1 AutoDo GmbH (hereinafter referred to as AutoDo) provides its services on the basis of the following General Terms and Conditions (GTC).
When using AutoDo standard software (Software as a Service), the provisions set out in § 1 shall take precedence.
1.2 The customer's GTC shall not apply, even if AutoDo has not expressly objected to them.
Acceptance of the services by the customer is deemed to be acceptance of AutoDo's GTC, waiving the customer's GTC.
Any other terms and conditions shall only be binding if AutoDo has accepted them in writing; AutoDo's GTC shall then apply in addition.
1.3 Irrespective of this, an individual agreement between the contractual partners shall always take precedence over the provisions of the AutoDo GTC, insofar as it deviates from a provision of these GTC.
§ 1 Use of the AutoDo Software via the Internet (SaaS)
1.1 Services
1.1.1 AutoDo offers vehicle sales organisations online access to various applications to support the vehicle marketing process from buyback planning to vehicle delivery. The detailed subject matter of the service, the nature, the intended use and the conditions of use are primarily determined by the content of the specific order placed.
AutoDo provides the contractual services, in particular access to the software, in its area of availability (from the computer centre interface to the Internet).
1.1.2 Additional services, such as the development of customised solutions or necessary adaptations, require a separate order.
1.1.3 AutoDo can provide updated versions of the software. AutoDo will inform the customer of updated versions and corresponding usage instructions electronically and make these available accordingly.
1.2. Scope of use
1.2.1 The contractual services may only be used by the customer and only for the purposes agreed in the contract. During the term of the contract, the customer may access the contractual services by means of telecommunications (via the Internet) and use the functions offered by the software by means of a browser or another suitable application (e.g. "app") in accordance with the contract. The customer shall not be granted any further rights, in particular to the software or any infrastructure services provided in the respective data centre. Any further use requires the prior written consent of AutoDo.
1.2.2 In particular, the customer may not use the software beyond the agreed scope of use or allow it to be used by third parties or make it accessible to third parties. In particular, the customer is not permitted to reproduce, sell or temporarily transfer, lease or lend software or parts thereof.
1.2.3 AutoDo is authorised to implement appropriate technical measures to protect against non-contractual use. The contractual use of the services may not be impaired more than insignificantly as a result.
1.2.4 In the event that the scope of use is exceeded by a user in breach of the contract or in the event of an unauthorised transfer of use, the customer, upon request, shall immediately provide AutoDo with all available information for asserting its claims due to the use in breach of the contract, in particular the name and address of the user.
1.2.5 AutoDo may revoke the customer's access authorisation and/or terminate the contract if the customer significantly exceeds the permitted use or violates regulations to protect against unauthorised use. As a result, AutoDo can interrupt or block access to the contractual services. AutoDo must first set a reasonable grace period for the customer to remedy the situation. The mere revocation of access authorisation shall not simultaneously be deemed to be a termination of the contract. AutoDo can only maintain the revocation of access authorisation without termination for a reasonable period of time, up to a maximum of 3 months.
1.2.6 AutoDo's claim to remuneration for use exceeding the agreed scope of use remains unaffected.
1.2.7 The customer has a claim to a restoration of their access authorisation and the possibility of access after they have proven that they have discontinued the use contrary to the contract and prevented future use contrary to the contract.
1.2.8 The customer agrees that all email enquiries sent to the AutoDo applications that are received via unverified contact forms, e.g. vehicle sales platforms, or that do not contain a direct vehicle enquiry (e.g. unsolicited offers or emails that could contain viruses) will be irretrievably deleted by AutoDo.
1.3. Availability, service deficiencies
1.3.1 The availability of the services provided is determined by the performance specifications.
1.3.2 The customer shall have no claims for defects in the event of only an insignificant reduction in the suitability of the services for contractual use. The strict liability of AutoDo pursuant to § 536a (1) Alt. 1 of the German Civil Code (BGB) for defects that already existed at the time the contract was concluded is excluded, unless AutoDo is acting with fraudulent intent.
1.4. Data protection
1.4.1 Insofar as AutoDo has access to personal data of the customer or from the customer's sphere, AutoDo will only act as a processor and will only process and use this data for the fulfilment of the contract. AutoDo will observe the customer's instructions for handling this data. The customer shall bear any adverse consequences of such instructions for the fulfilment of the contract. The customer shall agree the details of AutoDo's handling of the customer's data with AutoDo in accordance with the requirements of data protection law.
1.4.2 The customer remains the controller both generally within the scope of the contractual relationship and in terms of data protection law. If the customer processes personal data in connection with the contract (including collection and use), the customer warrants that they are authorised to do so in accordance with the applicable provisions, in particular those of data protection law, and shall indemnify AutoDo against third-party claims in the event of a breach.
1.4.3 The following applies to the relationship between AutoDo and the customer: The customer is responsible for the processing (including collection and use) of personal data vis-à-vis the data subject, unless AutoDo is responsible for any claims of the data subject due to a breach of duty attributable to AutoDo. The customer shall responsibly examine, process and respond to any enquiries, applications and claims of the data subject. This also applies in the event of a claim against AutoDo by the data subject. AutoDo will support the customer within the scope of its obligations.
1.4.4 AutoDo guarantees 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 state party to the Agreement on the European Economic Area, unless otherwise agreed.
1.5. Obligations of the customer
1.5.1 The customer must protect the access authorisations assigned to the customer or users as well as identification and authentication data against access by third parties and not pass them on to unauthorised persons.
1.5.2 The customer is obligated to indemnify AutoDo against all claims by third parties due to legal infringements which are based on an illegal use of the services by the customer or which are carried out with the customer's approval. If the customer realises or must realise that such an infringement is imminent, there is an obligation to inform AutoDo immediately.
1.5.3 AutoDo recognises, prepares and releases for publication the vehicle data transmitted by pre-systems or created manually fully automatically in the interests of the customer. The customer is obligated to check any processed data for accuracy and completeness and to raise any objections with AutoDo. If the customer wishes to check the newly entered and/or modified vehicle data prior to publication, a separate agreement must be concluded for this purpose.
AutoDo shall not be liable for damages that arise because advertisements are published in a modified form without AutoDo's intervention. AutoDo is not liable if advertisements are deleted at a certain point in time without any action on the part of AutoDo. AutoDo accepts no liability for damages that occur because advertisements are not or not completely transmitted to the partner sales platforms.
1.5.4 The AutoDo applications merely transmit information. The customer is obligated to check the accuracy and completeness of the data entered or imported, including images, logos and other graphic templates. The same applies to the acquisition of rights with regard to this data.
AutoDo is not obligated to check the content provided by the customer, in particular whether it is suitable for achieving the purpose pursued by the advertisement. The customer shall indemnify AutoDo against any liability in relation to copyrights and other rights of use of third parties that may be infringed by the publication of the data provided by the customer.
AutoDo is not liable for the published data being passed on, changed, reproduced, used, deleted or processed in any other form without its involvement and/or authorisation. In particular, AutoDo is not responsible for the data transmitted to partner exchanges on behalf of the customer being passed on to third parties - e.g. web crawlers or search engines - on the basis of the rights granted by the customer. In this respect, the customer expressly indemnifies AutoDo against claims by third parties arising from unauthorised forwarding and/or modification.
1.5.5 The customer must use the options provided by AutoDo to back up the data in its original area of responsibility.
1.6. Unauthorised use, compensation for damages
1.6.1 For each case in which a contractual service is used without authorisation in the customer's area of responsibility, the customer shall pay compensation in the amount of the remuneration that would have been incurred for contractual use within the scope of the minimum contract term applicable to this service. The customer reserves the right to prove that the customer is not responsible for the unauthorised use or that no damage or significantly less damage has occurred. AutoDo remains entitled to claim further damages
1.7. Fault management
1.7.1 AutoDo will receive fault reports from the customer, assign them to the agreed fault categories (Section 1.7.3) and carry out the agreed measures to analyse and rectify such faults on the basis of this assignment.
1.7.2 AutoDo will accept proper fault reports from the customer during its normal business hours and provide each report with an identifier. At the customer's request, AutoDo will confirm receipt of a fault report and inform the customer of the assigned identifier.
1.7.3 Unless otherwise agreed, AutoDo will assign accepted fault reports to one of the following categories after initial inspection:
a) Serious fault
The fault is due to an error in the contractual services that makes the use of the contractual services, in particular the software, impossible or only possible with severe restrictions. The customer cannot reasonably work around this problem and therefore cannot complete tasks that cannot be postponed.
b) Other fault
The fault is due to an error in the contractual services which restricts the use of the contractual services, in particular the software, by the customer to a more than insignificant extent without there being a serious fault
c) Other reports
Fault reports that do not fall into categories a) and b) are categorised as other reports. Other reports will only be handled by AutoDo in accordance with the agreements made for this purpose.
In the event of reports of serious faults and other malfunctions, AutoDo will immediately initiate appropriate measures based on the circumstances communicated by the customer in order to first localise the cause of the fault.
If, after initial analysis, the reported fault does not appear to be a fault in the contractual services, in particular the software provided, AutoDo will inform the customer thereof without delay.
Otherwise AutoDo will initiate appropriate measures to further analyse and rectify the reported fault or - in the case of third-party software - forward the fault report together with its analysis results to the distributor or manufacturer of the third-party software with a request to remedy the fault.
1.7.4 AutoDo will immediately provide the customer with measures available to it to work around or rectify a fault in the contractual services, in particular the software provided, such as instructions for action or corrections to the software provided. The customer shall immediately adopt such measures to work around or rectify faults and immediately report any remaining faults to AutoDo again when they are used.
1.8. Customer support
1.8.1 Contractual services AutoDo provides customer support services which will process the customer's enquiries in connection with the technical requirements and conditions of use of the software provided and advise on individual functional aspects.
1.8.2 Acceptance and processing of enquiries A prerequisite for the acceptance and processing of enquiries is that the customer informs AutoDo of suitably qualified personnel, both professionally and technically, who are assigned internally by the customer to process enquiries from users of the software provided. The customer is obligated to submit enquiries to AutoDo's Customer Support only via this designated personnel. Customer Support accepts such enquiries by email (ticket system) and telephone during AutoDo's normal support hours.
Customer Support shall process proper enquiries in the normal course of business and answer them as far as possible. Customer Support may refer to documentation and other training resources available to the customer for the software provided in order to provide an answer. If a response by Customer Support is not possible or not possible in a timely manner, AutoDo will - if this has been expressly agreed - forward the enquiry for processing, in particular enquiries about software not produced by AutoDo.
Additional customer support services, such as other contact times and deadlines, as well as on-call services or visits by AutoDo to the customer's premises, must be expressly agreed in advance.
1.9. Contract term and contract termination
1.9.1 The contract can only be terminated by either party at the end of the minimum contract term. The contract term and the termination periods are specified in the respective order. Unless otherwise agreed, the contract shall be extended by a further 6 months in each case if it is not terminated with four weeks' notice prior to the expiry of the minimum contract term.
1.9.2 The notice of termination must always be given in writing, by email to team(a)support.autodo.eu or via the contact form.
1.9.3 Each party shall have the right to termination without notice for good cause. The right to termination for cause remains unaffected and arises in particular if the customer is in arrears with the payment of the agreed fees or a not insignificant part thereof for two consecutive months or, in a period extending over more than two months, with the payment of the fees corresponding to the monthly amount for two months. In the aforementioned cases, AutoDo is also entitled to initially refuse access in whole or in part to the services provided.
1.9.4 In the event that the contractual relationship between the parties is resumed after termination of the contract, AutoDo is entitled to demand a new set-up fee in accordance with the applicable price list.
1.9.5 The customer shall back up its data on their own responsibility in good time before termination of the contract (e.g. by downloading). Upon request, AutoDo will support the customer in this process; Subsection 10.5 applies accordingly. For data protection reasons alone, the customer will generally no longer be able to access these databases after termination of the contract.
§ 2 Remuneration, payment, service protection, deadlines
2.1 Unless otherwise agreed, remuneration shall be calculated on a time and material basis at AutoDo's generally applicable prices at the time the contract is concluded. Remuneration is always net prices excluding statutory VAT.
AutoDo can invoice on a monthly basis. If services are remunerated on a time and material basis, AutoDo will document the type and duration of the activities and, if agreed, send this documentation with the invoice.
2.2 AutoDo shall notify the customer of any price adjustments during the term of the contract at least 4 weeks before they come into effect. In this case, the user has the right to terminate the contract without notice with effect from the date on which the price increase comes into force.
The notice of termination must be received by AutoDo in writing no later than 2 weeks after the announcement of the price change. If the user continues to use AutoDo's services after the price change comes into effect, they thereby declare their agreement with the price change. Invoicing will then be based on the changed prices.
2.3 All invoices are to be paid without deduction no later than 10 calendar days after receipt free of charge to the payment office. If a SEPA direct debit mandate is issued, the monthly direct debit shall be made on the first banking day after invoicing.
2.4 The customer is not authorised to offset counterclaims against AutoDo's payment claims unless the counterclaims are undisputed or have been determined by a court of law.
2.5 The customer may only offset or withhold payments due to defects if they are actually entitled to payment claims due to material defects or defects of title in the service. The customer may withhold payments due to other claims for defects only to a proportionate extent, taking into account the defect. The customer has no right of retention if its claim for defects is time-barred. Otherwise, the customer may only offset or exercise a right of retention against undisputed or legally established claims.
2.6 AutoDo retains ownership and rights to be granted to the services until full payment of the remuneration owed; justified retention due to defects in accordance with Subsection 2.5 sentence 2 will be taken into account. Furthermore, AutoDo retains ownership until all its claims arising from the business relationship with the customer have been fulfilled.
AutoDo is entitled to prohibit the customer from continuing to use the services for the duration of the customer's default in payment. AutoDo can only assert this right for a reasonable period of time, generally for a maximum of 6 months. This does not constitute a termination of the contract. Section 449 (2) BGB remains unaffected.
If the customer or its buyer returns the services, the acceptance of the services does not constitute a termination by AutoDo, unless AutoDo has expressly declared the termination. The same applies to the pledging of the reserved goods or of rights to the reserved goods by AutoDo.
The customer may neither pledge nor assign goods subject to reservation of title or rights by way of security. The customer is only permitted to resell in the ordinary course of business as a reseller subject to the condition that AutoDo has been effectively assigned the customer's claims against their buyers in connection with the resale and that the customer transfers ownership to their buyers subject to payment. By concluding this contract, the customer assigns their future claims against their buyers in connection with such sales to AutoDo by way of security, and AutoDo hereby accepts this assignment.
If the value of AutoDo's security interests exceeds the amount of the secured claims by more than 20%, AutoDo will release a corresponding portion of the security interests at the customer's request.
2.7 The customer is obligated to impose the contractually agreed restrictions on the recipient in the event of a permissible transfer of rights of use to deliveries and services.
2.8 If the customer does not settle a claim in full or in part by the contractually agreed payment date, AutoDo may revoke the agreed payment terms for all claims. AutoDo is also entitled to provide further services only against advance payment or against security in the form of a performance bond from a credit institution or credit insurer licensed in the European Union. The advance payment must cover the respective invoicing period or - in the case of one-off services - their remuneration.
2.9 If the customer is economically unable to fulfil their obligations towards AutoDo, AutoDo may terminate existing exchange contracts with the customer by rescission and continuing obligations by termination without notice, even if the customer files for insolvency. Section 321 BGB and Section 112 InsO remain unaffected. The customer shall inform AutoDo in good time in writing of any impending insolvency.
2.10 Fixed performance dates should only be expressly agreed in documented form. The agreement of a fixed performance date is subject to the proviso that AutoDo receives the services of its respective suppliers on time and in accordance with the contract.
§ 3 Cooperation, obligations to co-operate, confidentiality
3.1 The customer and AutoDo shall each appoint a responsible contact person. Unless otherwise agreed, communication between the customer and AutoDo shall take place via these contact persons. The contact persons must bring about all decisions related to the fulfilment of the contract without delay. The decisions must be documented in a binding manner.
3.2 The customer is obligated to support AutoDo as far as necessary and to create all the conditions necessary for the proper execution of the order in its sphere of operation. In particular, the customer shall provide the necessary information and, where possible, enable remote access to the customer system. If remote access is not possible for security or other reasons, the affected deadlines shall be extended appropriately; the contracting parties shall agree on an appropriate arrangement to deal with any further consequences. The customer shall also ensure that specialised personnel is available to support AutoDo.
If it is agreed in the contract that services can be provided on site at the customer's premises, the customer shall provide sufficient workstations and work equipment free of charge at AutoDo's request.
3.3 Unless otherwise agreed, the customer shall ensure proper data backup and failure precautions for data and components (such as hardware, software) that are commensurate with their type and importance.
3.4 The customer must report defects immediately in writing in a comprehensible and detailed form, stating all information useful for identifying and analysing the defect. In particular, the work steps that led to the occurrence of the defect, the manifestation and the effects of the defect must be stated. Unless otherwise agreed, the relevant AutoDo forms and procedures shall be used for this purpose.
3.5 Upon request, the customer shall provide AutoDo with reasonable support in examining and asserting claims against other parties in connection with the provision of services. This applies in particular to AutoDo's recourse claims against upstream suppliers.
3.6 The contractual partners are obligated to maintain confidentiality regarding business secrets and other information designated as confidential (e.g. in records, documents, databases) that become known in connection with the fulfilment of the contract and neither to use nor disclose these beyond the purpose of the contract without the written consent of the other contractual partner.
The respective receiving contractual partner is obligated to take appropriate confidentiality measures for business secrets and for information designated as confidential. The contracting parties are not authorised to obtain business secrets of the other contracting party by observing, examining, reconstructing or testing the subject matter of the contract. The same applies to other information or objects obtained during the performance of the contract.
Business secrets and other information designated as confidential may only be disclosed to persons who are not involved in the conclusion, execution or fulfilment of the contract with the written consent of the other contracting party.
Unless otherwise agreed, the obligation to maintain confidentiality for other information designated as confidential shall end five years after the respective information becomes known, but in the case of continuing obligations not before their expiry. Business secrets must be kept secret for an unlimited period of time.
The contractual partners shall also impose these obligations on their employees and any third parties they engage.
3.7 The contracting parties are aware that electronic and unencrypted communication (e.g. by email) is fraught with security risks. For this type of communication, they will therefore not assert any claims based on the lack of encryption, unless encryption has been agreed in advance.
§ 4 Disruptions in the provision of services
4.1 If a cause for which AutoDo is not responsible, including strike or lockout, prevents deadlines to be met ("disruption"), the deadlines shall be postponed for the duration of the disruption, including a reasonable restart phase if necessary. A contractual partner must inform the other contractual partner immediately of the cause of a disruption occurring in its area of responsibility and of the duration of the postponement.
4.2 If the costs increase due to a disruption, AutoDo may also demand compensation for the additional costs, unless the customer is not responsible for the disruption and its cause lies outside its area of responsibility.
4.3 If the customer can withdraw from the contract due to improper performance by AutoDo and/or can demand compensation instead of performance or claims as much, the customer shall, at the request of AutoDo, declare in writing within a reasonable period of time whether they intend to assert these rights or still wishes the service to be provided. In the event of withdrawal, the customer must reimburse AutoDo for the value of previously existing utilisation options; the same applies to deterioration due to intended use.
If AutoDo is in default with the provision of services, the customer's compensation for damages and expenses due to the delay is limited to 0.5% of the price for the part of the contractual service that cannot be used due to the delay for each full week of the delay. The liability for default is limited to a maximum of 5% of the remuneration for all contractual services affected by the default; in the case of continuing obligations, in relation to the remuneration for the respective services affected for the full calendar year. In addition, and taking precedence, a percentage of the remuneration agreed upon conclusion of the contract shall apply. This shall not apply if a delay is due to gross negligence or intent on the part of AutoDo.
4.4 In the event of a delay in performance, the customer shall only have a right of withdrawal within the framework of the statutory provisions if AutoDo is responsible for the delay. If the customer justifiably claims damages or reimbursement of expenses instead of performance due to the delay, they shall be entitled to demand 1% of the price for the part of the contractual service that cannot be used due to the delay for each full week of the delay, but no more than 10% of this price in total; in the case of continuing obligations, this shall relate to the remuneration for the respective services affected for the full calendar year. In addition and taking precedence, a percentage of the remuneration agreed upon conclusion of the contract shall apply.
§ 5 Material defects and reimbursement of expenses
5.1 AutoDo warrants the contractually owed quality of the services. There shall be no claims for material defects if AutoDo's services deviate only insignificantly from the contractually agreed quality.
Claims for defects also do not exist in the event of excessive or improper use, natural wear and tear and failure of components in the system environment. The same applies to software errors that are not reproducible or otherwise provable by the customer. This also applies to damage due to special external influences that are not assumed under the contract. Claims for defects also do not exist in the event of subsequent modification or repair by the customer or third parties, unless this does not make it more difficult to analyse and rectify a material defect.
In addition, section 7 shall apply to claims for damages and reimbursement of expenses.
5.2 The limitation period for claims for material defects is one year from the start of the statutory limitation period. The statutory periods for recourse according to Section 478 BGB remain unaffected.
Insofar as the law prescribes longer periods in accordance with § 438 (1) No. 2 or § 634a (1) No. 2 BGB, the same applies in the event of an intentional or grossly negligent breach of duty by AutoDo, in the event of fraudulent concealment of a defect and in cases of injury to life, limb or health as well as for claims arising from the Product Liability Act (ProdHaftG).
AutoDo's processing of a material defect notification by the customer shall only lead to a suspension of the limitation period if the legal requirements for this are met. This shall not result in a recommencement of the limitation period.
Subsequent fulfilment (new delivery or rectification) can only have an influence on the limitation period of the defect triggering the subsequent fulfilment.
5.3 Recourse claims for contracts concerning digital products in accordance with Section 327u BGB remain unaffected by Subsections 5.1 and 5.2.
If a buyer asserts a possible claim against the customer that may lead to a right of recourse, the customer shall immediately inform AutoDo of the asserted claim and provide any further information necessary and useful for its assessment. The customer shall provide AutoDo with the opportunity to satisfy the claim asserted by the customer's buyer, unless this is unreasonable for the customer. The customer and AutoDo shall co-ordinate and co-operate with the aim of satisfying a justified claim of the customer's buyer in the most cost- and effort-efficient manner possible.
5.4 AutoDo may demand compensation for its expenses if:
a) it takes action on the basis of a report without a defect being present, unless the customer could not recognise with reasonable effort that there was no defect, or
b) a reported fault cannot be reproduced or otherwise verified as a fault by the customer, or
c) additional expenses are incurred due to improper fulfilment of the customer's obligations (see also Sections 3.2, 3.3, 3.4 and 6.2).
§ 6 Defects of title
6.1 AutoDo is only liable for infringements of third-party rights through the provision of its services if such services are used in accordance with the contract and in particular in the contractually agreed or otherwise in the intended environment of use without any changes.
AutoDo is only liable for infringements of third-party rights within the European Union and the European Economic Area and at the place of contractual use of the service. Section 5.1 sentence 1 applies accordingly.
6.2 If a third party asserts a claim against the customer that a service provided by AutoDo infringes their rights, the customer shall notify AutoDo immediately. AutoDo and, if applicable, its upstream suppliers are authorised, but not obligated, to defend against the asserted claims at their own expense, insofar as this is permissible.
The customer is not entitled to recognise third-party claims before they have given AutoDo a reasonable opportunity to defend against third-party rights by other means.
6.3 If the rights of third parties are infringed by a service provided by AutoDo, AutoDo shall, at its own discretion and at its own expense:
a) procure for the customer the right to use the service or
b) remedy the service without infringing any rights, or
c) take back the service and reimburse the remuneration paid by the customer (less reasonable compensation for use) if AutoDo cannot achieve any other remedy with reasonable effort.
The interests of the customer will be taken into account appropriately.
6.4 The customer's claims for defects of title shall become time-barred in accordance with Section 5.2. Section 7 shall apply in addition to the customer's claims for damages and reimbursement of expenses; Section 5.3 shall apply accordingly to additional expenses incurred by AutoDo.
§ 7 General liability of AutoDo
7.1 AutoDo is always liable to the customer:
a) for damage caused wilfully or through gross negligence by AutoDo and its legal representatives or vicarious agents,
b) in accordance with the Product Liability Act and
c) for damages resulting from injury to life, limb or health for which AutoDo, its legal representatives or vicarious agents are responsible.
7.2 AutoDo shall not be liable for slight negligence unless it has breached a material contractual obligation, the fulfilment of which is essential for the proper performance of the contract or the breach of which jeopardises the achievement of the purpose of the contract and on the observance of which the customer may regularly rely.
This liability is limited to the foreseeable damage typical for this type of contract in the case of property damage and financial loss. This also applies to loss of profit and loss of savings. Liability for other remote consequential damages is excluded.
For a single case of damage, liability shall be limited to half of the contract value; in the case of on-going remuneration, liability shall be limited to half of the remuneration per contract year. Section 5.2 shall apply accordingly to the limitation period. The contracting parties may agree in writing on further liability upon conclusion of the contract, usually for a separate fee. An individually agreed liability sum shall take precedence. Liability pursuant to Section 7.1 shall remain unaffected by this section.
7.3 AutoDo shall only be liable for damages under a guarantee if this has been expressly included in the guarantee. In the event of slight negligence, this liability is subject to the limitations set out in Section 7.2.
7.4 If it is necessary to restore data or components (e.g. hardware, software), AutoDo shall only be liable for the expenditure required for the restoration in the event of proper data backup and breakdown prevention by the customer. In the event of slight negligence on the part of AutoDo, this liability shall only apply if the customer has carried out a data backup and failure prevention appropriate to the type of data and components prior to the incident. This does not apply if this has been agreed as a service of AutoDo.
7.5 Sections 7.1 to 7.4 shall apply accordingly to claims for reimbursement of expenses and other liability claims of the customer against AutoDo. Sections 4.3 and 4.4 remain unaffected.
§ 8 Data protection
8.1 The customer shall enter into agreements with AutoDo regarding the handling of personal data as required by data protection law.
§ 9 Copyright and rights of use
9.1 All information, company logos, texts, programmes, images and logos created or processed by AutoDo are protected by copyright law and are subject to the exclusive right of use of AutoDo. Further processing and use in media of any kind is only permitted with the prior written authorisation of AutoDo. An exception to this is the overview of new and used vehicles, which each customer may incorporate into their own homepage without consulting AutoDo GmbH.
9.2 The advertisements designed by AutoDo shall become the intellectual property of AutoDo. They may not be further processed on other websites or in other media, either individually or in their entirety, without the prior written consent of AutoDo. Further processing and use in media of any kind is only permitted with the prior written authorisation of AutoDo.
§ 10 Miscellaneous
10.1 The customer shall be responsible for complying with the import and export regulations applicable to the deliveries or services, in particular those of the USA. In the case of cross-border deliveries or services, the customer shall bear any customs duties, fees and other charges incurred. The customer shall handle legal or official procedures in connection with cross-border deliveries or services on its own responsibility, unless expressly agreed otherwise.
10.2 German law shall apply. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
10.3 AutoDo reserves the right to amend or supplement these General Terms and Conditions by giving reasonable notice, provided that the amendments or supplements are reasonable for the Customer, taking into account AutoDo's interests. The notice shall be given in writing or by e-mail and by publishing the General Terms and Conditions on the AutoDo website. The amended General Terms and Conditions shall become part of the existing contract of use between AutoDo and the customer unless the customer objects to the validity of the amended General Terms and Conditions in writing within four weeks of notification. Failure to object shall therefore be deemed to be consent to the amendment of the existing contract of use. If the customer objects in due time, AutoDo is entitled to terminate the contract within two weeks of receipt of the objection.
10.4 Any changes and supplements to this contract shall only be agreed in writing. Insofar as the written form has been agreed (e.g. for terminations, withdrawal), the text form is not sufficient.
10.5 The place of jurisdiction for a merchant, a legal entity under public law or a special fund under public law shall be the place of the registered office of AutoDo. AutoDo may also sue the customer at the place of its registered office.