Terms and Conditions

1. Scope and Subject Matter

1.1 Scope

These General Terms and Conditions (hereinafter "Terms") apply to the use of the web-based software application ADRLY (hereinafter "Software" or "Platform") and all associated services provided by [Insert Company Name] (hereinafter "Provider" or "we") to business customers (hereinafter "Customer" or "you").

1.2 Subject Matter

The subject of these Terms is the time-limited provision of the Software as Software-as-a-Service (SaaS) and the granting of usage rights for managing dangerous goods compliance in accordance with ADR, IATA, IMDG, and RID regulations. The Software is provided exclusively via the Internet ("Cloud Solution").

1.3 Exclusion of Conflicting Terms

Deviating, conflicting, or supplementary terms and conditions of the Customer shall not become part of the contract, even if we do not expressly object to their validity. This also applies if we provide services without reservation with knowledge of conflicting terms of the Customer.

1.4 B2B Scope

These Terms are exclusively directed at businesses. Consumers are excluded from use.

2. Contract Formation and Registration

2.1 Registration

Use of the Software requires prior registration. By registering, the Customer submits a binding offer to enter into a usage agreement. The contract is only concluded upon our acceptance, which occurs through activation of access or express confirmation via email.

2.2 Information During Registration

Complete and truthful information must be provided during registration. The Customer undertakes to keep their information up to date and to notify us of changes immediately.

2.3 Contract Language and Storage

The contract language is English. The contract text is not stored after contract conclusion. The Terms can be accessed and saved on our website at any time.

2.4 Trial Access

If a free trial access is offered, it is provided without contractual obligation. Trial access may be terminated at any time without giving reasons. There is no entitlement to extension or continuation of trial access.

3. Scope of Services and Availability

3.1 Scope of Services

The scope of services is determined by the pricing tier selected by the Customer (Starter, Professional, Plus, Enterprise) and the current service description on our website. We reserve the right to adjust the scope of services at any time, provided this is reasonable for the Customer and core functionality is maintained.

3.2 Availability

We strive for maximum availability of the Software. An availability of 99.5% on average per year is aimed for but not guaranteed. Excluded from this are:

• Scheduled maintenance work (will be announced in advance)
• Emergency maintenance to ensure security or functionality
• Outages due to force majeure or circumstances beyond our control
• Outages due to disruptions at third-party providers (Internet providers, hosting partners)

3.3 Updates and Development

We are entitled to continuously develop the Software and perform updates. Insofar as updates significantly change or restrict functions, customers will be informed in advance.

3.4 System Requirements

Access to the Software requires a stable Internet connection and a current web browser. A list of compatible browsers is provided on our website. The Customer is responsible for meeting system requirements.

3.5 Support

The scope of technical support is determined by the selected pricing tier. Support is typically provided via email during our business hours (Monday to Friday, 9am-5pm, excluding public holidays in Germany).

4. Usage Rights and License

4.1 Grant of Usage Rights

We grant the Customer a non-exclusive, non-transferable, non-sublicensable right to use the Software for the duration of the contract within the contractually agreed scope. Use is limited to the number of users specified in the selected pricing tier.

4.2 Restrictions

The Customer is not permitted to:

• Copy, reproduce, or distribute the Software
• Reverse engineer, decompile, or disassemble the Software
• Rent, lease, or make the Software or parts thereof available to third parties
• Remove or alter copyright notices, trademarks, or labels
• Use the Software to develop competing products
• Circumvent or manipulate security mechanisms

4.3 Customer Data

The Customer retains all rights to data entered into the Software. We only receive the right to process this data to the extent necessary for contract fulfillment. After contract termination, customer data will be handled in accordance with our Privacy Policy.

5. Customer Obligations

5.1 Duty of Care

The Customer undertakes to:

• Use the Software only within the framework of legal provisions
• Not store or distribute any unlawful, abusive, or third-party rights-infringing content
• Not introduce any viruses, malware, or other harmful components
• Not perform any actions that could burden or impair the Software infrastructure
• Not use the Software for automated mass queries (scraping)

5.2 Access Credentials

The Customer is obligated to treat their access credentials (username and password) confidentially and protect them from third-party access. In case of suspected unauthorized use, the Provider must be informed immediately. The Customer is liable for all activities performed using their access credentials unless they prove that the use is not attributable to them.

5.3 Regular Data Backup

Although we perform regular backups, the Customer is obligated to regularly back up their entered data through export. We assume no guarantee for data recoverability.

5.4 Compliance

The Software assists in complying with legal regulations in the dangerous goods sector but does not replace the Customer's legal responsibility. The Customer is solely responsible for legally compliant use and implementation of dangerous goods regulations. The Software is merely an aid and does not replace professional review by qualified dangerous goods officers.

6. Prices and Payment Terms

6.1 Prices

The prices stated on our website at the time of order apply. All prices are exclusive of applicable VAT. For Enterprise plans, individual pricing agreements are made.

6.2 Payment Methods

Billing is done either monthly or annually in advance, depending on the selected billing period. Payment is made by credit card, SEPA direct debit, or invoice (only for annual payment and after credit check).

6.3 Payment Default

In case of payment default, we are entitled to charge default interest at 9 percentage points above the base rate. The Customer is in default without reminder if they do not pay within 14 days of due date and receipt of invoice. In case of payment default, we are entitled to suspend access to the Software until outstanding amounts are fully paid.

6.4 Price Adjustments

We reserve the right to adjust prices with 6 weeks' notice to the end of a billing period. For price increases exceeding 5%, the Customer has an extraordinary right of termination that can be exercised within 4 weeks of notification of the price increase.

6.5 Upgrade and Downgrade

An upgrade to a higher pricing tier is possible at any time and will be charged proportionately. A downgrade is possible at the end of the current billing period. In case of a downgrade, unused services of the higher tier are forfeited without replacement.

7. Contract Term and Termination

7.1 Contract Term

The contract is concluded for an indefinite period. The minimum term is one month for monthly billing or one year for annual billing from contract start.

7.2 Ordinary Termination

After expiry of the minimum term, either party may terminate the contract with 30 days' notice to the end of the respective billing period. Termination must be in text form (email is sufficient).

7.3 Extraordinary Termination

The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if:

• The Customer persistently breaches material contractual obligations despite warning
• The Customer is in arrears with payment of two consecutive monthly amounts
• The Customer becomes insolvent or insolvency proceedings are applied for
• The Customer uses the Software to commit criminal offenses

7.4 Consequences of Termination

Upon termination of the contract, all usage rights expire. The Customer is obligated to cease using the Software. Within 30 days after contract termination, the Customer has the opportunity to export their data. Thereafter, all customer data will be irrevocably deleted unless we are legally obligated to retain it further.

7.5 Refund

In case of termination within the minimum term, no refund of amounts already paid will be made. In case of extraordinary termination for good cause by the Customer, a proportionate refund for unused service periods will be made.

8. Data Processing and Privacy

8.1 Data Processing

In the context of service provision, we process personal data of the Customer. Processing is carried out exclusively in accordance with the requirements of the General Data Protection Regulation (GDPR) and applicable data protection laws. Further information is contained in our Privacy Policy.

8.2 Data Processing Agreement

Insofar as we process personal data on behalf of the Customer, a separate Data Processing Agreement (DPA) will be concluded in accordance with Art. 28 GDPR. The DPA is an integral part of the usage agreement.

8.3 Data Location

All data is stored exclusively in data centers within the European Union. No transfer to third countries takes place.

8.4 Data Security

We implement technical and organizational measures to protect Customer data from unauthorized access, loss, or manipulation. These measures are continuously adapted to the state of the art.

9. Warranty

9.1 Warranty Rights

We warrant that the Software has the contractually agreed characteristics and is free from legal and material defects that eliminate or reduce its value or suitability for the contractually intended use.

9.2 Defect Notification

The Customer is obligated to report recognizable defects immediately, at the latest within 14 days of discovery, in writing. Warranty claims expire if notification is not made in time.

9.3 Subsequent Performance

In case of a defect, we are entitled at our discretion to remedy or replacement delivery. We undertake to remedy reported defects within a reasonable period. If subsequent performance fails after a reasonable period, the Customer may demand reduction or withdraw from the contract at their discretion.

9.4 Exclusion of Warranty

Warranty is excluded for:

• Defects based on improper operation or changes by the Customer
• Defects caused by use of unsuitable or incompatible hardware or software
• Only insignificant deviations from agreed characteristics
• Only insignificant reduction in suitability

9.5 No Legal Advice

The Software serves as a technical tool for managing dangerous goods compliance. It does not constitute legal advice and does not replace the consultation of qualified professionals. We assume no warranty for the accuracy, completeness, or currency of regulations and provisions contained in the Software.

10. Liability

10.1 Liability for Intent and Gross Negligence

We are fully liable for damages arising from injury to life, body, or health, as well as for damages based on intentional or grossly negligent breach of duty by us, our legal representatives, or vicarious agents.

10.2 Liability for Slight Negligence

In case of slightly negligent breach of material contractual obligations (cardinal obligations), liability is limited in amount to the foreseeable, typical damage at the time of contract conclusion. Cardinal obligations are those whose fulfillment is essential for proper contract performance and on whose compliance the Customer may regularly rely.

10.3 Exclusion of Liability

Otherwise, our liability is excluded. This applies in particular to:

• Indirect damages, consequential damages, lost profits
• Damages due to data loss or system failures
• Damages caused by viruses or other harmful components, unless based on breach of duty on our part
• Damages due to Internet connection interruptions
• Damages arising from incorrect or incomplete data entries by the Customer
• Legal consequences due to incorrect compliance checks if based on incorrect input data

10.4 Maximum Liability

To the extent our liability is excluded or limited, this also applies to personal liability of our employees, representatives, and vicarious agents. Total liability for all claims arising from the contractual relationship is limited to the amount of remuneration paid by the Customer in the 12 months prior to the damage-causing event.

10.5 Liability for Subcontractors

For failures or disruptions by third-party providers (e.g., hosting providers, payment service providers), we are only liable to the extent we are responsible for them. We will use carefully selected and reliable subcontractors.

10.6 Product Liability Act

Liability under the Product Liability Act remains unaffected.

11. Intellectual Property

11.1 Copyrights

The Software, all its components, and associated documentation are protected by copyrights and other protective rights. All rights remain with us or our licensors. The Customer is granted exclusively the usage rights specified in Section 4.

11.2 Trademark Rights

The "ADRLY" trademark, logo, and other identifiers are protected. The Customer is not entitled to use them without our prior written consent.

11.3 Feedback and Suggestions

If the Customer makes suggestions for improvement or provides feedback on the Software, they grant us a free, worldwide, non-exclusive, perpetual, and irrevocable right to use, exploit, and further develop these suggestions.

12. Amendments to Terms

12.1 Right to Amend

We reserve the right to amend these Terms with effect for the future. Changes will be communicated to the Customer at least 6 weeks before they take effect via email.

12.2 Deemed Consent

If the Customer does not object to the validity of the new Terms within 6 weeks of receipt of the change notification, the amended Terms are deemed approved. If the Customer objects, either party is entitled to terminate the contract at the time the changes take effect. The consequences of objection will be pointed out in the change notification.

12.3 Material Changes

Material changes affecting the core area of the contract require express consent of the Customer. Material changes include in particular changes regarding scope of services, liability provisions, or term conditions.

13. Final Provisions

13.1 Place of Jurisdiction

The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the location of our company, provided the Customer is a merchant, legal entity under public law, or special fund under public law.

13.2 Applicable Law

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

13.3 Assignment

The Customer is not entitled to assign or transfer their rights and obligations under this contract to third parties without our prior written consent.

13.4 Written Form

Amendments or supplements to this contract require written form. This also applies to the amendment of this written form clause. No oral side agreements exist.

13.5 Severability Clause

Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions is not affected thereby. The invalid provision is to be replaced by a valid one that comes as close as possible to the economic purpose of the invalid provision.

13.6 Contract Language and Translation

The English version of these Terms is authoritative. Translations into other languages serve information purposes only. In case of doubt, the English version prevails.

13.7 Dispute Resolution

We are neither obligated nor willing to participate in dispute resolution proceedings before a consumer arbitration board.

13.8 Export Compliance

The Customer undertakes to comply with applicable export and import regulations and sanctions provisions. This applies in particular to US export control regulations and EU sanctions regimes.

13.9 Confidentiality

The contracting parties undertake to keep confidential all information that becomes known in the course of the business relationship and to use it only for contract fulfillment. This obligation continues after termination of the contract.