General terms and conditions

1. Scope

1.1 These general terms and conditions (GTC) apply to all contracts between Ahmad Matar, Denkstr. 11 b, 12167 Berlin (hereinafter "Provider") and the customer concerning the use of the software Tempoblick (hereinafter "Software").

1.2 The offer is aimed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Concluding a contract with consumers is excluded.

1.3 Deviating or supplementary terms and conditions of the customer do not become part of the contract, even if the Provider does not expressly object to them.

2. Subject matter of the contract

2.1 The Provider makes the Software available to the customer over the internet for the duration of the contract (software as a service). The Software analyses reports uploaded by the customer and makes the results available to the customer. The range of functions results from the current service description on the website and from the Provider's offer.

2.2 At the time the contract is concluded, the Software comprises in particular (a) the checking of concessions on the basis of the data uploaded by the customer according to defined rules, with the cases that the Software considers disputable being marked, and output of a rule code and a justification text, and (b) the creation of weekly reports per driver, including a machine translation into the driver's language stored by the customer and a German-language overview.

2.3 The Software does not access third-party systems. The customer uploads the reports to be analysed themselves. A connection to systems of Amazon or other third parties is not part of the contract.

2.4 The Software provides analyses and suggestions. It does not submit any disputes and does not make any decisions for the customer. Whether and how the customer disputes a concession is up to the customer. The Provider does not guarantee that a third party, in particular Amazon, will accept a dispute or that the customer's metrics, bonuses or deductions will change in any particular way.

2.5 Tempoblick is an independent product. It has no connection with Amazon or its affiliates and is neither supported nor endorsed by them.

3. Conclusion of the contract and trial period

3.1 Presentations of the Software on the website are non-binding. The contract is concluded when the customer accepts an offer from the Provider in text form or when the Provider activates the customer's account.

3.2 The Provider may grant the customer an accompanied trial period. The scope, duration and conditions of the trial period result from the offer. During the trial period, these GTC apply with the proviso that both parties may end the contract at any time without notice.

4. Provision and availability

4.1 The Provider makes the Software available at the handover point (the exit of the data centre used by the Provider). The customer is responsible for their connection to the handover point.

4.2 The Provider strives for the highest possible availability, but does not owe any particular availability rate. This excludes announced maintenance windows and outages for which the Provider is not responsible (e.g. force majeure, disruptions at third parties, attacks on the infrastructure despite reasonable protective measures).

4.3 The Provider may further develop and adapt the Software, provided that the contractually agreed core functions are retained. The Provider announces significant restrictions with reasonable notice.

4.4 The weekly reports are translated by machine via a translation service. The Provider owes a translation that is usable in substance, but not one that is linguistically free of errors.

5. Obligations of the customer

5.1 The customer is responsible for being entitled to process the uploaded data, in particular towards their employees and towards third parties from whose systems the reports originate. The customer ensures that the use of the Software does not breach any contractual obligations of the customer towards third parties.

5.2 The customer does not upload any access credentials for third-party systems and does not transmit any passwords or access keys to the Provider.

5.3 The customer keeps their access credentials for the Software secret, does not pass them on to unauthorised third parties and informs the Provider without delay if misuse is suspected. The customer is liable for actions carried out via their account, insofar as they are responsible for them.

5.4 The customer checks the Software's analyses for plausibility before using them. Responsibility for disputes towards third parties and for communication with their drivers remains with the customer.

5.5 The customer may not pass the Software on to third parties, rent it out, replicate it, decompile it or use it in a way that impairs the operation of the Software.

6. Fees and payment

6.1 The fees result from the Provider's offer.

6.2 All prices are net plus statutory VAT. Unless otherwise agreed, invoices are due without deduction within 14 days of receipt.

6.3 The Provider may adjust the fees with reasonable notice with effect from the start of a new contract period. In this case, the customer may terminate the contract as of the date on which the adjustment takes effect.

7. Term and termination

7.1 The term and notice periods result from the offer.

7.2 The right to extraordinary termination for good cause remains unaffected. Good cause exists for the Provider in particular if the customer is in arrears with the payment of two monthly fees or breaches section 5 despite a warning.

7.3 Terminations must be made in text form (e.g. email).

7.4 After the end of the contract, the Provider blocks the account. The customer can export their analyses until the end of the contract. The Provider deletes the customer's data after the end of the contract, unless statutory retention obligations prevent this.

8. Data protection and processing on behalf

8.1 Insofar as the Provider processes personal data on behalf of the customer when providing the Software (in particular data of the customer's drivers), the parties conclude a data processing agreement under Art. 28 GDPR before the processing begins. The customer remains the controller within the meaning of the GDPR.

8.2 The Provider processes the customer's data exclusively to provide the contractual service and does not use it for its own purposes, in particular not for training AI models.

8.3 Details on the processing of data when visiting the website can be found in the privacy policy.

9. Confidentiality

Both parties treat all information of the other party obtained in the course of the contract that is marked as confidential or is recognisably confidential as confidential, and use it only to perform the contract. This obligation continues for three years after the end of the contract. Information that is publicly known or must be disclosed due to a statutory obligation is excluded.

10. Warranty

10.1 The Provider makes the Software available to the extent described in section 2. The customer reports defects without delay in text form. The Provider remedies defects within a reasonable period.

10.2 The Software works on the basis of the data uploaded by the customer. The Provider is not liable for errors based on incomplete, incorrect or outdated input data.

10.3 Strict liability for initial defects under Section 536a(1) BGB is excluded.

11. Liability

11.1 The Provider is liable without limitation in the event of intent and gross negligence, for injury to life, body or health, under the German Product Liability Act and to the extent of any guarantee given.

11.2 In the event of a slightly negligent breach of an essential contractual obligation (an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely), the Provider is only liable for the foreseeable damage typical of the contract.

11.3 Otherwise, the Provider's liability is excluded. In particular, the Provider is not liable for lost bonuses, disputes that are not accepted, deductions or other decisions of third parties that are made on the basis of the Software's analyses.

11.4 The Provider is only liable for the loss of data up to the amount that would have been incurred for restoration if the customer had backed up the data properly and regularly.

11.5 The above limitations also apply to the personal liability of the Provider's employees, representatives and vicarious agents.

12. Changes to these GTC

The Provider may change these GTC with effect for the future insofar as this is necessary for a valid reason (e.g. a change in the legal situation or in the scope of services) and does not unreasonably disadvantage the customer. Changes are communicated to the customer in text form at least six weeks before they take effect. If the customer does not object within this period, the changes are deemed accepted; the Provider points this out in the notification. If the customer objects, the Provider may terminate the contract as of the date on which the change takes effect.

13. Final provisions

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

13.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the Provider's registered office.

13.3 Should any provision of these GTC be or become invalid, the validity of the remaining provisions remains unaffected. The statutory provision applies in place of the invalid provision.