General Terms and Conditions – COGNID Telematik GmbH
1. Scope of application
COGNID Telematik GmbH – hereinafter referred to as "COGNID" – offers products, services and Internet services. In the contest of rendering its Internet service, data and information are offered, displayed or transmitted to end customer systems, for example via telematics systems and data communication, on Internet servers.
2. Offers, confirmation of order, contract
COGNID’s offers are non-binding and subject to change. Orders, deals and agreements become binding only when COGNID has confirmed the order in writing. Oral agreements shall not be valid if they are not confirmed by COGNID in writing.
The General Terms and Conditions also apply for future business between COGNID and the client unless otherwise agreed in writing in some individual case.
3. Description of services
COGNID reserves the right to amend and/or extend its offer of services and to update its Internet service. COGNID is entitled to adjust the content ordered by the customer to changed circumstances and shall notify the customer accordingly in writing or by email. The customer shall be entitled to cancel an order in the event of amendments, adjustments and/or extensions only if these changes are unreasonable for the customer. If the amendments, supplements or extensions are not reasonable, the customer shall be entitled to terminate for good cause. Such termination for good cause must be made within a period of three weeks after notice of the change has been received.
COGNID is entitled to commission a third party to provide parts of or an entire service, for example server hosting in a computer centre.
The customer can, as a rule, access the COGNID Internet portals at any time. COGNID nevertheless reserves the right to suspend or restrict availability of the portals for a temporary period if this is necessary for reasons of security, maintenance or repair. COGNID shall, however, accept no liability if the Internet portal is not accessible due to faults or breakdowns at the communications services provider being used (see section 10).
COGNID shall make every effort to meet delivery times insofar as is possible. Delivery times are agreed under reservation of self-delivery with the contractually agreed products or under reservation of self-delivery for parts of the contractually agreed products. If delivery by COGNID fails or is delayed, the agreed delivery period shall be extended accordingly. Any delays in delivery shall not entitle the customer to withdraw from the agreement or assert any claims for damage compensation.
If any events or circumstances occur that prevent COGNID or its suppliers from carrying out the delivery, such as force majeure, strikes, operation breakdowns, shortages of raw materials, war, preventions of delivery, measures by state authorities or similar circumstances for which COGNID is not responsible, the delivery obligation shall elapse for the period in which the hindrance continues.
In the event of a delay in delivery for which COGNID is responsible due to negligence, any compensation for the delay in delivery shall be limited to a fixed default compensation amount equivalent to 3% of the delivery value for each completed week of the delivery, but at most 15% of the total delivery value.
5. Scope of use of the Internet portal
The customer is entitled to use the access to the online information provided by COGNID for private or commercial purposes. The customer is also entitled to make the Internet access available to a third party. The customer shall in such a case bear responsibility for settings in the Internet portal, system settings or in the equipment caused by the customer or a third party and for the resulting damages.
The customer is responsible for compliance with the rules according to the basic ordinance on data protection (Datenschutzgrundverordnung). We additionally refer here to the data protection declaration issued by COGNID Telematik GmbH. The customer is also responsible for compliance with the rules according to Datenschutzgrundverordnung for co-users he has set up. The customer undertakes in particular not to unlawfully use the Internet pages and data services of COGNID or the content made available to the customer. This includes, for example, the obligation not to use the data in any way in contravention of statutory regulations, public decency, third-party privacy rights and/or in violation of any intellectual property rights. The customer undertakes to refrain from all excessive burdening or disturbance of COGNID servers by improper misuse, wilful or otherwise. If a customer is in breach of the scope of use granted to the customer, COGNID shall be entitled to block access to the Internet portal for this customer.
The customer undertakes to treat the given user names and password with strict confidentiality and to change the password immediately in the event of it being disclosed in any way. In the event of any misuse or suspicion that the password may have become known to a third party, COGNID must be notified without delay so that COGNID can take suitable protective measures. In the event of any infringements by the customer against the above obligations or if there is justified suspicion of misuse of the access or the content made available to the customer, COGNID shall be entitled to block access to the server without prior notice. COGNID is also entitled to cancel the agreement without notice.
6. Data security
COGNID makes daily data backups. The retention period for data is 3 months. The customer can secure their data through the export function at any time.
7. Prices / invoices / due payment
The prices quoted in our offers and the published prices on websites, brochure material, etc. are subject to change and shall become binding only when an order has been confirmed by COGNID.
Invoices for delivered products are sent along with the delivery and are due for payment 14 days after goods have been received, unless otherwise agreed in writing.
Invoices for Internet services are sent exclusively by email and shall be paid by SEPA direct debit procedure. If a customer is unable to carry out the direct debit procedure, the invoice amount must be credited to the bank account indicated 14 days after the invoice date at the latest. If invoices are not paid, COGNID reserves the right to block access to its Internet portal. This shall not affect the customer’s obligation to pay the invoices.
If the customer is in breach of contractual provisions, for example through default of payment, or if some other signs arise of a sustained deterioration in creditworthiness on the part of the customer, COGNID shall be entitled to discontinue deliveries with immediate effect and demand immediate settlement of all claims. If the arrears amounts are subsequently paid, COGNID shall be entitled to make new delivery only against payment in advance. In the case of failure to comply with the terms of payment, COGNID shall be entitled to charge, without the need for any further remainder, default interest at a rate 9% above the relevant basic interest rate from the time payment became due.
9. Price changes
COGNID is entitled to adjust the fee for use of the Internet portal according to changed circumstances. The same shall apply for Internet services and other services. Customers shall receive written notification by email with prior notice of 3 months. The customer shall be entitled to contest any such price adjustment. In this case, the agreement shall end with effect from the end of the notice period unless the parties have agreed on a new price in the meantime.
10. Reservation of ownership
All goods are delivered subject to a reservation of ownership. They remain the property of COGNID until all claims between the parties have been satisfied. As long as the goods delivered by COGNID are under reservation of ownership, they may not be pledged or provided as collateral. If the customer sells goods subject to reservation of ownership, the claims arising from such sale shall be transferred to COGNID. The buyer hereby cedes these claims to COGNID.
The customer shall notify COGNID without delay prior to any pledge or other encumbrance by a third party.
If the customer is in default of payment of the purchase price for more than 30 days, COGNID shall be entitled to secure possession of the delivered goods. On expiry of this period, the customer shall lose any right of possession with regard to the goods in question. The costs arising through return of the goods, including for loss of value, wear, examination and new packing, shall be borne by the customer.
COGNID shall collect, transmit and process data with its own telematics devices and systems and also offer display of external data collection and transmission units. The data are processed with the greatest care possible.
The customer shall examine the goods immediately after delivery for transportation damage and for their contractual condition. Any shortages, transportation damage and/or faults that become evident in the course of the mandatory examination are to be reported to the transport firm making the delivery immediately after inspection and COGNID shall be notified accordingly in writing. This notification must be made within five working days after delivery. Any hidden deviations and faults are to be reported once they have been recognised. This report of faults must be made in writing within five working days of their discovery. Every complaint must contain a precise written description. If these inspection and notification obligations are not observed, all warranty claims will elapse.
The warranty for the delivered telematics devices or other hardware components is conditional on proper installation, mounting and professional assembly of the components. This must be documented by a commissioning record. Warranty claims against COGNID shall elapse if no professional commissioning of the devices took place, the devices and components were not treated according to the intended use of the devices and components or the delivered components were modified by the customer.
The warranty also does not cover damage due to normal wear, incorrect treatment, unsuitable materials, incorrect storage of the devices or if they were subject to unsuitable climatic, chemical, electro-chemical and/or electrical conditions. Warranty claims are subject to a statute of limitations of 12 months after delivery of the goods in question.
If delivered goods are found to contain a fault that was already present at the time risk was transferred to the customer, COGNID can repair the goods or provide replacement delivery at its own discretion, provided due notification of the fault was made on time. COGNID must always be given an opportunity to provide rectification within a suitable period. If the rectification fails, the customer shall be entitled to withdraw from the contract or reduce the payment, without prejudice to any other claims for compensation.
Claims for compensation for damages are excluded to the extent possible in law. This shall not apply to COGNID’s liability according to mandatory statutory regulations (e.g. product liability law) and in the case of acts carried out wilfully or through gross negligence or in the case of injury to life or limb or health. The exclusion of liability shall also not apply in the case of breach of some central contractual obligation. If some central contractual obligation is infringed, the claim for damages shall be limited to foreseeable damage of a kind typical for the deal in question.
A rendering of the communication services requires mobile telecommunications service providers, such as Vodafone or Telekom, and their roaming partners and data lines between the business partners. COGNID accepts no liability for faults or downtimes arising due to the performance of a third party. COGNID is also not liable for damage that the customer incurs due to incorrect, incomplete or obsolete information.
13. Data protection
The provisions of the data protection declaration apply. See https://cognid.de/datenschutz/
COGNID is entitled to disclose information to criminal prosecution authorities and courts for the purpose of criminal investigations. COGNID complies with all rules of data protection and shall ensure that all persons entrusted to process and execute the contract also comply with these regulations.
14. Other / court of jurisdiction
The customer can set off claims against COGNID claims only if the customer’s claims are undisputed or have been established in law. German law applies exclusively, irrespective of whether the COGNID data are received from within or outside Germany. In the case of merchants or legal persons under public law, the court of jurisdiction for all disputes from this agreement is Dortmund.
COGNID reserves the right to amend these Terms and Conditions. If the customer has ordered not only one-off services, but has ordered from COGNID services to be provided over a longer period, the version of the Terms and Conditions valid at the time the contract is agreed shall apply. Amendments to the Terms and Conditions shall be published promptly on the COGNID website.
If any provision of these Terms and Conditions is or becomes void or ineffective in law, this shall not prejudice the validity of the other provisions. Ineffective provisions shall be replaced by a valid regulation that comes as close as is legally possible to the commercial meaning and purpose of the original. The same shall apply to any gap in the provisions.