I. Preamble

OYASO makes a SaaS application available to the customer for use. The software supports the customer in obtaining transport offers from the customer’s contacts (logistics service providers) using a menu-driven approach. Various contract options are available to the customer for the use of the software. OYASO is not involved in the contractual relationship between the customer and logistics service providers. OYASO is not a broker of contracts, but only provides the infrastructure necessary for the exchange of information, data and declarations of intent.

The software is aimed exclusively at companies within the meaning of § 14 German Civil Code (BGB).

II. Conclusion of contract and user account

1. By completing the registration process and creating a profile, a license agreement is concluded between OYASO and the customer. The subject of the license agreement is the fee-based use of the software.
2. The creation of a profile requires the creation of a user account. This consists of an e-mail address and a password (“log-in data”).
3. The creation of a profile is only possible if the customer provides a valid e-mail address. This e-mail address is also used for communication with OYASO.
4. The customer warrants that the data used (“profile data”) is accurate and complete. The use of pseudonyms is not permitted.
5. The customer must keep the password safe and prevent unauthorized persons from accessing the password.
6. The customer will only use the software for the contractually agreed purposes.
7. Any content created by the customer must not violate applicable law or morality, either in terms of its content or in its form. The same applies to the setting of external links. In particular, the dissemination of content that depict, relate to or contain

• Racism
• Glorification of violence and extremism of any kind
• Instigation of criminal offenses and violations of the law, threats to life, limb or property
• Incitement against persons or companies
• Defamatory statements, libel, slander and defamation of users and third parties as well as breaches of fair trade law
• Copyright infringing content or other infringements of intellectual property rights
• Sexual harassment of users and third parties
• Pornography
• Offensive, sexist, obscene, vulgar, vile or disgusting materials and expressions

.

1. OYASO reserves the right to refuse registration in individual cases or to block access to the profile for good cause.
2. OYASO assumes no liability for the completeness or correctness of the logistics service provider’s offers.
3. OYASO endeavors to ensure trouble-free operation of the software. This is naturally limited to services over which OYASO has an influence. Access to the profile may be restricted due to maintenance work, capacity issues and other events beyond OYASO’s control.
4. OYASO is authorized, but not obliged, to continue developing the software. OYASO is also authorized to add, change or remove features of the software within the scope of further development.

III. Remuneration; invoicing

1. The remuneration for the use of the software is based on the price overview sent to the customer prior to the conclusion of the contract. All prices are subject to the applicable statutory value added tax.
2. The fees are due before the start of the respective billing period. Once payment has been received, access will be activated for the corresponding period.
3. Payments by the customer can be made either by direct debit, credit card or bank transfer. The customer authorizes OYASO to collect the fees incurred within the scope of the contractual relationship. OYASO is responsible for selecting the available payment methods. OYASO reserves the right to offer the customer only selected payment methods for payment, for example offering only prepayment to secure the credit risk.
4. The customer will be considered in default no later than 14 days after the due date of the service, without the need for a reminder.
5. If the customer is in arrears with a payment, the customer is obliged to pay the statutory default interest of 9 percentage points above the base interest rate. In addition, OYASO shall be entitled to claim payment of a lump sum of 40 euros from the customer. OYASO reserves the right to claim further damages.
6.  If the customer is in default of payment for more than 30 days, OYASO is also entitled to refuse to provide further services and to block the customer’s access to the customer profile.
7. Invoices are provided by OYASO exclusively in electronic form.

IV. Rights of use

1. OYASO grants the customer a simple and non-transferable right to use the software for the duration of the contract. The customer is not permitted to grant rights of use or provide access to the software to third parties.
2. OYASO is authorized to list the customer as a reference on its homepage, social media channels, printed materials and in presentations. Upon request, the customer will provide OYASO with a suitable logo free of charge. The authorization to use the logo for reference purposes will remain in force even after termination of this contract.

V. Term, cancellation

1. The term and cancellation period depend on the module that was ordered and are determined as follows:

• The “trial month” module has a term of four weeks. The contract expires automatically after four weeks.
• The “monthly subscription” module has a term of one month. The contract can be cancelled by either party with four weeks’ notice at the end of the month and is otherwise extended by one month at a time.
• The “annual subscription” module has a minimum term of 12 months. The contract can be terminated by either party with three months’ notice to the end of the term and is otherwise extended by one year at a time.

1. The right of the parties to extraordinary cancellation remains unaffected.
2. Cancellations must be made in writing. Cancellations by the customer must be sent to: cancel@oyaso.com

VI. Liability

1. Unlimited liability: OYASO is liable without limitation for intent and gross negligence. OYASO is liable for slight negligence in the event of injury to the life, limb and health of persons.
2. Otherwise, the following limited liability will apply: In the event of slight negligence, OYASO will only be liable in the event of a breach of a material contractual obligation, the fulfillment of which is essential for the proper performance of the contract and on whose observance the customer may regularly rely (cardinal obligation). In this case, liability is limited to 5 times the annual remuneration paid. This limitation of liability will also apply in favor of OYASO’s vicarious agents.

VII. Data protection, commissioned data processing (DPA)

1. OYASO processes the customer’s personal data for a specific purpose and in accordance with the statutory provisions of the GDPR and the Federal Data Protection Act (BDSG). For further information, please refer to the privacy policy, available at https://oyaso.com/en/datenschutz/.
2. OYASO will evaluate and process data records from the contractual relationship with the customer to optimize the offer. The information is used to analyze the use of the service, to compile reports on website activities, and to provide other services associated with the offer for the purposes of market research and to design the offer to meet requirements. Neither personal data nor company data is collected in this process, so that it is not possible to draw conclusions about the customer and/or their company-related actions.
3. The parties conclude the attached agreement in accordance with Art. 28 GDPR (contract for the commissioned processing of data).

VIII. Final provisions

1. Amendments and supplements to this agreement must be made in writing to be effective.
2. The general terms and conditions of OYASO will apply exclusively. OYASO will not accept any deviating contractual terms and conditions, which will be deemed to have already been rejected.
3. If one or more provisions of this contract are or become invalid, the validity of the remaining provisions remains unaffected.
4. OYASO is authorized to transfer this contract including all additional agreements with all rights and obligations to a company of its choice. If this contract is transferred to another company, the customer has a special right of cancellation, which must be exercised within 14 days of notification by OYASO. OYASO will inform the customer of the special right of cancellation in the notification
5. OYASO reserves the right to adjust prices. Customers will be informed of the change by e-mail within a reasonable period before the change comes into effect. If customers do not agree with the change, this contract can be cancelled at the time of the change.
6. The customer will be notified of the changes by e-mail or other suitable means (e.g. online). The customer will be notified of the changes by e-mail or other suitable means (e.g. online). The customer has a special right of cancellation in the event of changes to the terms and conditions, which must be exercised within 14 days of notification by OYASO. OYASO will inform the customer of the special right of cancellation in the notification.
7. The law of the Federal Republic of Germany applies.
8. The place of jurisdiction for all disputes arising from and in connection with this contract is Berlin.
9. The contract language is exclusively German.

Annex 1: Contract on order processing

The data processing agreement can be viewed here. 

Status 19/JUL/2023