General Terms and Conditions – COGNID Telematik GmbH

1. Scope

COGNID Telematik GmbH, hereinafter referred to as COGNID, offers products, services and internet services. To provide the internet service, data and information, for example by means of telematics systems and data communication, are made available on internet servers, displayed or forwarded to end customer systems.

2. Offers, order confirmation, contract

COGNID’s offers are non-binding and subject to change. Orders, deals and agreements only become binding after a written order confirmation from COGNID. Oral agreements are not valid if they are not confirmed in writing by COGNID.

The general terms and conditions also apply to future transactions between COGNID and the client, unless otherwise agreed in writing in individual cases.

3. Service Description

COGNID reserves the right to change and/or expand the range of services and to update the Internet service. COGNID is entitled to adapt the content ordered by the customer to the changed circumstances and will inform the customer of this in writing or by e-mail. The customer has a right of termination only in the case of changes, adjustments and/or extensions if these are not reasonable for the customer. If the changes, additions or extensions are not reasonable, the customer has the right to terminate the contract for good cause. Such termination for good cause must be made within a period of three weeks after receipt of the notification of change.

COGNID is entitled to commission third parties with the provision of parts or the entire service, for example server hosting in a data center.

As a rule, the COGNID Internet portals are available to the customer at all times. However, COGNID reserves the right to suspend or restrict accessibility for a temporary period if this is necessary for reasons of security, maintenance or servicing. However, COGNID assumes no liability for the Internet portal not being accessible due to disruptions or failures at the respective communication service provider (see Section 10).

4. Delivery

COGNID endeavors to comply with the delivery specifications as best as possible. Delivery periods are agreed subject to the reservation of self-delivery with the contractually agreed products or the reservation of self-delivery for parts of the contractually agreed products. If the delivery to COGNID does not take place or is delayed, the agreed delivery time will be extended accordingly. Any delays in delivery do not entitle the customer to withdraw from the contract or to assert claims for damages.

If events occur that prevent COGNID or its suppliers from delivering, such as force majeure, strikes, operational disruptions, shortages of raw materials, war, shipping bans, intervention by government authorities or similar circumstances for which COGNID is not responsible, the obligation to deliver shall not apply for the duration of the existence of the impediment.

In the event of a delivery delay caused by negligence on the part of COGNID, the compensation for the delivery delay is limited to a flat-rate compensation for delay amounting to 3% of the delivery value for each completed week of delay, but no more than 15% of the total delivery value.

5. Scope of Use Internet Portal

The customer is entitled to use the access to the online information provided by COGNID for their own private or commercial purposes. The customer is also entitled to give internet access to third parties. The customer is responsible for the settings made by him or by third parties in the internet portal, system settings or the devices and any resulting damage.

The customer is responsible for compliance with the rules acc. responsible for the General Data Protection Regulation. In addition, we refer to the data protection declaration of COGNID Telematik GmbH. Likewise, the customer is to comply with the rules acc. of the General Data Protection Regulation for the co-users set up by him. In particular, the customer undertakes not to use the internet pages and data services of COGNID, as well as the content made available, in an abusive manner. This includes, for example, the obligation not to use data contrary to legal regulations, morality, personal rights of third parties and/or the violation of property rights. The customer undertakes to refrain from excessive loading or disruption of COGNID servers through targeted or improper use. If a customer violates the scope of use granted to him, COGNID is entitled to block the customer’s access to the Internet portal.

The customer undertakes to keep the user name and password given to him strictly confidential and to change the password immediately if it becomes known. In the event of misuse or a suspicion that the password may have become known to third parties, COGNID must be notified immediately so that COGNID can take protective measures. If the customer violates the above obligations or if there is suspicion of misuse of the access or the content provided, COGNID is entitled to block access to the server without prior notice. Furthermore, COGNID is entitled to terminate the contract without notice.

6. Backup

COGNID backs up the data daily. The retention period is 3 months. In addition, the customer can back up the data at any time using the export function.

7. Prices / Invoices / Maturity

The prices listed in the offers as well as the prices published on websites, brochures, etc. are non-binding and only become binding once the order has been confirmed by COGNID.

8. Invoices

Invoices for delivered products are sent with the delivery and are due 14 days after receipt of the goods, unless otherwise agreed in writing.

Invoices for the Internet services are sent exclusively by email and are to be settled using the SEPA direct debit procedure. If a customer cannot participate in the direct debit procedure, the invoice amount must be credited to the specified account no later than 14 days after the invoice date. If invoices are not paid, COGNID reserves the right to block access to the internet portal. The obligation to pay the invoices remains unaffected.

If the customer violates contractual terms, e.g. due to late payment, or if there are other indications of a sustained deterioration in creditworthiness, COGNID may immediately stop delivery and demand immediate settlement of all claims. If the outstanding amounts are then paid, COGNID is entitled to deliver a new delivery only against advance payment. In the event of non-compliance with the terms of payment, COGNID can charge default interest of 9 percentage points above the respective base interest rate from the due date without further reminder.

9. Price Changes

COGNID has the right to adjust the remuneration for the use of the internet portal to changed circumstances. The same applies to internet services and other services. Customers will receive written notification by email with a notice period of 3 months. The customer has the right to object to the respective price change. In this case, the contract ends with effect from the end of the notice period, unless the parties agree on a new price.

10. Retention of Title

All goods are delivered subject to retention of title. They remain the property of COGNID until all claims between the parties have been settled. As long as the goods delivered by COGNID are subject to retention of title, they may neither be pledged nor assigned as security. If the customer sells the goods, the claims arising from the sale are transferred to COGNID. The buyer hereby assigns these claims to COGNID.

The customer must inform COGNID immediately of any seizure or other impairment by third parties.

If the customer is more than 30 days in arrears with the payment of the purchase price, COGNID has the right to take back the delivered goods. At the end of this time, any right of ownership of the customer expires. The costs arising from the return of the goods, including depreciation, wear and tear, inspection and repackaging, are borne by the customer.

11. Warranty

COGNID determines, transmits and processes data with its own telematics devices and systems and also offers the display of data acquisition and transmission units obtained from third parties. The data is processed with the greatest possible care.

The customer must immediately inspect the delivery of goods for shipping damage and their contractual quality. Missing quantities, shipping damage and/or defects that can be identified during the necessary inspection must be reported to the delivering transport service provider and COGNID in writing immediately after delivery. This notification must be made within five working days of receipt. Hidden deviations and defects must be reported immediately after they become apparent. The complaint must be made in writing within five days of being identified. Every complaint must be made in writing with a precise description. In the event of disregard of these inspection and notification obligations, all warranty claims are void.

The warranty for the delivered telematics devices or other hardware components requires professional attachment, installation and professional assembly of the components. This must be proven by a commissioning report. The warranty claims of COGNID are excluded if no professional commissioning has been carried out, the devices and components are not being used as intended or the components supplied have been modified by the customer.

Also excluded from the warranty are damages caused by normal wear and tear, incorrect handling, unsuitable equipment, improper storage or unsuitable climatic, chemical, electrochemical and/or electrical influences. Warranty claims expire 12 months after delivery of the respective goods.

If the delivered goods have a defect that was already present at the time of the transfer of risk, COGNID will, at COGNID’s option, repair the goods or deliver replacement goods, subject to a timely notification of defects. COGNID must always be given the opportunity to remedy the defect within a reasonable period of time. If the supplementary performance fails, the customer can – without prejudice to any claims for damages – withdraw from the contract or reduce the payment.

12. Liability

Claims for damages are excluded to the extent permitted by law. This does not apply to liability on the part of COGNID in accordance with mandatory statutory provisions (e.g. Product Liability Act) or in the case of intentional or grossly negligent acts or in the event of injury to life, limb or health. The exclusion also does not apply in the event of a breach of essential contractual obligations. In the event of a breach of essential contractual obligations, the claim for damages is limited to contract-typical, foreseeable damage.

Mobile service providers such as Vodafone or Telekom and their roaming partners as well as data lines between the business partners are required to provide the communication service. COGNID cannot assume any liability for disruptions and failures that are based on the performance of third parties. COGNID is not liable for damage incurred by the customer as a result of incorrect, incomplete or outdated information.

13. Privacy

The information in the data protection declaration applies: https://cognid.de/datenschutz/

COGNID is entitled to provide information to law enforcement authorities and courts for law enforcement purposes. COGNID complies with the rules of data protection and is responsible for ensuring that all persons entrusted with the processing of this contract also observe these regulations.

14. Miscellaneous / Jurisdiction

The customer can only offset claims by COGNID with undisputed or legally binding claims. German law applies exclusively, regardless of whether the data is obtained from COGNID from within Germany or abroad. For merchants and legal entities under public law, the place of jurisdiction for all disputes arising from this contract is Dortmund.

COGNID reserves the right to change the GTC. If the customer has not only ordered one-off services, but rather services to be provided by COGNID over a longer period of time, the GTC applicable at the time the contract is concluded shall apply. Changes to the GTC are always published on the website.

If a provision of these terms and conditions is ineffective, the remaining provisions remain unaffected. Invalid provisions will be replaced by provisions that come as close as possible to the meaning and purpose of the invalid provision in a legally effective manner. The same applies to a loophole.