Terms & Conditions
§ 1 Scope and provider
These Terms and Conditions (hereinafter “Terms”) apply to all contracts for the use of the software-as-a-service solution “Liefertreu” (hereinafter “Software” or “Service”) between
Philip Hilgendorf, Bachstr. 2, 53115 Bonn, Germany (hereinafter “Provider”)
and the respective customer (hereinafter “Customer”).
The Software is intended exclusively for business operators within the meaning of § 14 of the German Civil Code (BGB). Use by consumers within the meaning of § 13 BGB is not intended.
Any conflicting terms or terms deviating from these Terms put forward by the Customer shall not be recognised unless the Provider expressly agrees to their validity in writing.
§ 2 Subject matter and description of services
The Provider makes available to the Customer cloud-based software to support the fulfilment of due-diligence obligations under the German Supply Chain Due Diligence Act (LkSG), for use under a rental model (software-as-a-service).
The specific scope of functionality results from the respective pricing and service tier booked, as described on the Provider's website.
The Software includes, among other things, the management of supplier data, the sending and evaluation of self-assessment questionnaires (in part using AI models), the management and monitoring of certificates, and the creation of reports to support the reporting obligation under § 10 LkSG.
§ 3 Formation and term of the contract
- The contract is formed by the Customer registering on the platform and confirmation by the Provider, or by activation of access.
- Unless otherwise agreed, the contract runs on a monthly or annual term corresponding to the billing model chosen by the Customer. The contract is automatically renewed for the respective chosen term unless terminated with 30 days' notice before the end of the term.
- The right to extraordinary termination for good cause remains unaffected.
§ 4 Customer obligations
The Customer is obliged to:
- keep their access credentials confidential and protect them from access by third parties,
- enter only lawful content into the Software and not process any data that they are not authorised to process,
- independently review the automated evaluations provided by the Software (in particular AI-assisted assessments of questionnaires and certificates) before using them for legally relevant purposes,
- carry out, on their own responsibility, all checks required to fulfil their own statutory obligations (in particular under the LkSG).
The Customer ensures that, as the controller responsible under data protection law towards the suppliers and their contact persons entered into the Software, it meets the necessary data protection requirements.
§ 5 Use of AI features
The Software uses language models (AI) to automatically evaluate questionnaires and review certificates. The Customer acknowledges that:
- automated evaluations may, due to the technology involved, be incorrect, incomplete, or imprecise,
- the results of the AI evaluation are to be understood as support and a suggestion, not as a legally reliable or conclusive assessment,
- the final substantive review and decision on the use of the results always remains with the Customer,
- the Provider does not warrant the accuracy, completeness, or legal compliance of the automatically generated evaluations, scores, or classifications.
§ 6 Fees and payment terms
Fees are based on the pricing and service tier chosen by the Customer in accordance with the price list valid at the time the contract is concluded.
Fees are payable in advance for the respective billing period (monthly or annually). In the event of late payment, the Provider is entitled to restrict or suspend access to the Software until outstanding amounts have been settled.
The Provider is entitled to adjust prices with reasonable notice of at least 30 days. In the event of a price increase, the Customer has a special right of termination effective from the date the new prices take effect.
§ 7 Availability and maintenance
The Provider strives to ensure an average annual availability of the Software of 99%. Excluded from this are periods during which the Software is unavailable due to maintenance work, force majeure, or circumstances beyond the Provider's control.
Maintenance work is carried out, where possible, outside normal business hours and is announced in advance wherever feasible.
§ 8 Liability
- The Provider is liable without limitation for intent and gross negligence, and in accordance with the German Product Liability Act.
- For slight negligence, the Provider is liable only in the event of a breach of a material contractual obligation (cardinal obligation), the fulfilment of which is essential for the proper performance of the contract and on whose observance the Customer may regularly rely. In this case, liability is limited to the typical, foreseeable damage.
- Liability for indirect damages, lost profits, and for damages arising from fines, regulatory measures, or other sanctions incurred by the Customer in connection with the fulfilment of its own statutory due-diligence obligations (in particular under the LkSG) is excluded to the extent permitted by law.
- The Software does not constitute legal advice and does not replace the Customer's own legal review or the obtaining of legal counsel. The Provider does not warrant that use of the Software ensures fulfilment of all of the Customer's statutory due-diligence obligations.
- The Provider's liability is limited in amount to the fees paid by the Customer in the twelve months preceding the event giving rise to the damage, unless mandatory statutory provisions dictate otherwise.
- The above limitations of liability also apply for the benefit of the Provider's agents.
§ 9 No guarantee of absolute data security
The Provider takes appropriate technical and organisational measures in line with the state of the art to protect the data stored in the Software against unauthorised access, loss, and manipulation (see Privacy Policy, section 9).
Complete protection against unauthorised access by third parties (e.g. cyberattacks, hacking, unknown security vulnerabilities/“zero-day exploits”) cannot be technically guaranteed. The Provider therefore gives no guarantee and accepts no strict (no-fault) liability for the Software or the data stored within it being fully protected against unauthorised access at all times.
For damages arising from unauthorised access by third parties (e.g. as a result of a hacking attack), the Provider is liable only to the extent that it is at fault within the meaning of § 8 of these Terms, in particular in the event of a breach of its obligation to implement appropriate security measures pursuant to Art. 32 GDPR. Liability for damages resulting from an attack vector that was unknown, novel, and not avoidable through reasonable measures is excluded to the extent permitted by law.
The Customer will be notified without undue delay should the Provider become aware of a data breach likely to result in a risk to the rights and freedoms of data subjects, insofar as a corresponding obligation exists under Art. 33, 34 GDPR or the data processing agreement concluded.
§ 10 Data protection and data processing
Insofar as the Customer has personal data of third parties (e.g. supplier contact persons) processed as part of the use of the Software, the parties shall enter into a separate data processing agreement (DPA) pursuant to Art. 28 GDPR, which forms part of these Terms.
Further information on data processing, in particular on the use of third-party AI models, can be found in the Provider's Privacy Policy.
§ 11 Confidentiality
Both parties undertake to treat all confidential information obtained from the other party in the course of performing the contract as confidential and not to disclose it to third parties, unless this is necessary for the performance of the contract or there is a statutory disclosure obligation.
§ 12 Termination and data export
After the contract has been effectively terminated, the Customer is given a period of 30 days to export the data stored in the Software. After this period has expired, the Provider is entitled to delete the Customer's data, provided no statutory retention obligations apply.
§ 13 Final provisions
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is, to the extent permitted by law, the Provider's place of business.
Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the applicable statutory provision.
The Provider reserves the right to amend these Terms with effect for the future, insofar as this is necessary to adapt to changed legal or technical conditions. The Customer will be notified of any changes in good time; if the Customer does not object within 30 days, the amended Terms shall be deemed accepted.