1.1.These Terms and Conditions (hereinafter referred to as “Terms and Conditions” or “T&C”) apply to the access and use of the internet platform (hereinafter referred to as “Spotos Platform” or “Platform”) available at the https://platform.spotos.eu/ and operated by Spotos GmbH based in Osnabrück, registered with the commercial register (Handelsregister) of the local court Osnabrück under number HRB 218363 with its business address: Goethering 5, 49074 Osnabrück (hereafter referred to as “Spotos”). The purpose of the Platform is to provide freight forwarding and to enable the transportation of freight as well as to provide related services (hereinafter referred to as “Services”) to the users of the Platform.
1.2.User is an entrepreneur within the meaning of the Section 14 of the German Civil Code (BGB) as well as legal entities under German public law, properly registered on https://platform.spotos.eu/ and either (i) seeking transport services by placing an order for the freight forwarding via the Platform (Shipper) or (ii) offering transport services by accepting the orders of the shipper (Carrier) (hereafter referred as “User”).
1.3.Please read these Terms and Conditions carefully before using the Spotos Platform or Services. By using the Platform or Services, the User:
1.3.1.accepts and agrees to these Terms and Conditions and
1.4.If the User does not agree to the Terms and Conditions, then it will not be able neither to access the Platform nor use the Services. It is clearly understood that these Terms and Conditions apply to User, their employees, agents and all other individuals or entities acting in the name of the User and for its account.
1.5.Spotos may, in our sole discretion, refuse the use the Platform or Services or limit the number of accounts that a single user may establish and maintain or terminate an Account at any time. No User has any claim or right to use the Platform.
1.6.Depending on the country of residence, the User may not be able to use all the Services. It is responsibility of the User to follow those rules and laws in his/her/its country of residence and or/country from which you access the Spotos Platform or Services. Spotos Platform or Services are not intended for use by children under the age of 18. The Platform is not offered for consumers within the meaning of Section 13 of the German Civil Code (BGB). A consumer is any natural person who enters into a legal transaction for purposes that are predominantly neither commercial nor self-employed.
1.8.Spotos has right to amend the T&C any time via Spotos Platform and e-mail. The User has a possibility to accept or reject the amendments within three weeks. If the User rejects the amendment, Spotos reserves the right to deactivate the Account of the User. The outstanding commitments (orders or transport arrangements) shall not be affected by the amendments and shall be completed by the contractual parties.
1.9.These T&C are exclusively applicable. Any kind of terms or conditions of the User are rejected and do not apply.
1.10.In the event that individual terms of these Terms and Conditions should be or become invalid or should be in conflict with requirements of law, the validity of these terms and conditions shall not otherwise be affected thereby. The parties shall by mutual agreement replace the invalid term by such valid term as comes the closest in a legally valid manner to the economic intend of the invalid term. The foregoing provision shall apply mutatis mutandis in the case of contractual gaps.
1.11.These Terms and Conditions apply to all genders in the meaning of equal treatment. The abbreviated form of language has only editorial reasons and does not imply any valuation.
§3 Creating and using the Account
3.1. The User shall register on the Spotos Platform and set up a profile (hereafter referred to as “Account”) in order to use Services of Spotos, following the instructions provided on the Spotos Platform.
3.2. It is not allowed to use a third party’s Account.
3.4.The User is allowed to set up only one Account.
3.5.The User bears complete responsibility for the Account and everything that happens on this Account. Any declarations, offers, acceptance, decision and/or any other actions initiated from the Account of the respective User will be considered valid and done with proper power of representation. The User shall take necessary security measures regarding the authorizations and data security when using its Account or any of the Spotos Services.
3.6.If the User finds out that someone is using the Account without its permission, the User shall inform Spotos immediately. The transfer of the Account to a third party is not permitted.
3.7.Any kind of liability for any damages or losses caused by someone using the Account of the User is excluded. The User is liable for all damages (including damages for third parties) due to an unauthorized use of the Account of the User.
§4 Deactivation of the Account
4.1. The User can deactivate the Account anytime if all outstanding Orders and Services are settled.
§5 Limited License to Use the Platform
5.1. The right to use the Spotos Platform and Services is a personal, restricted, non-exclusive, non-transferable, revocable, limited license, and it is subject to the limitations and obligations in these Terms and Conditions. Nothing in these Terms and Conditions gives you any license (other than as set out in this paragraph), right, title, or ownership of, in, or to the Spotos Platform or Services. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the content or software on the Spotos Platform, in whole or in part.
§6 Liability of Spotos
6.1. Although we intend to provide accurate and timely information on the Spotos Platform and while providing Services, the Spotos Platform (including, without limitation Services) may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. Liability, insofar as no personal injury is involved, against Spotos caused by the use of incorrect and/or incomplete information are fundamentally excluded, insofar as Spotos has not acted with gross negligence or intent.
6.2. Links to third-party content (including without limitation websites) might be provided as a convenience but are not controlled by Spotos. The User acknowledges and agrees that Spotos is not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party websites accessible or linked to the Spotos Platform.
6.3. We reserve the right to change any and all features of the Spotos Platform.
6.4. The Spotos Platform may be temporarily unavailable from time to time for maintenance or other reasons. Spotos will put reasonable effort to fix any issues with the Spotos Platform. Spotos takes no liability if placement and acceptance of the order is not possible during that time.
6.5. Spotos assumes no liability for any faults or disruptions within its network for which it is not responsible for.
6.6. Spotos shall only bear liability for losses of data in line with the subsections above where such a loss would have been unavoidable even if appropriate backup measures had been taken by the User.
6.7. Spotos’s liability does not extend to any impairments of the use of the Services rendered via Platform in line with the contract which result from the User’s improper or incorrect utilization.
6.8. Spotos shall bear liability for intentional acts and gross negligence, but shall only bear liability in cases of slight negligence where it has breached duties which are material to the contract. Liability in the case of breach of any such material duties shall be limited to losses which are typical for the contract and which Spotos must have anticipated at the time of contracting based on the circumstances known to it at that time. Any further liability of Spotos is excluded.
§7 Liability of the User
7.1. The User has a duty:
7.1.1. to set up and maintain the necessary data security measures throughout the entire term of the contract. The foregoing refers primarily to careful and conscientious handling of logins and passwords;
7.1.2.to immediately notify Spotos of any technical changes occurring within its sphere where such changes are apt to adversely impact Spotos’s provision of its Services or the security of Spotos Platform;
7.1.3.to assist in investigating attacks by third parties on the Spotos Platform, to the extent such assistance by the User is required;
7.1.4.only to carry out transactions on the Spotos Platform in connection with their business operations for commercial purposes.
7.2.The User is not allowed to:
7.2.1.use the Spotos Platform or any Services to interfere with or subvert our rights or obligations, or the rights or obligations of any other User or any other third party;
7.2.2.take advantage of any technical glitch, malfunction, failure, delay, default, or security breach on the Spotos Platform;
7.2.3.use the Spotos Platform or any Services to engage in conduct that is detrimental to us or to any other User or any other third party;
7.2.4.falsify or materially omit any information or provide misleading information requested by Spotos;
7.2.5.reverse-engineer, decompile, or disassemble any software running on the Spotos Platform;
7.2.6.attempt to harm us or any third party through your access to the Spotos Platform or any Services, except that nothing in this subparagraph shall be construed as limiting the free speech rights under applicable law;
7.2.7.if the User is a resident or national of a Prohibited Jurisdiction, access the Spotos Platform or any Services using any virtual private network, proxy service, or any other third-party service, network, or product with the effect of disguising its IP address or location;
7.2.8.distribute unsolicited or unauthorized advertising or promotional material, any junk mail, spam, or chain letters;
7.2.9.take any action that imposes an unreasonable or disproportionately large load on Spotos infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information;
188.8.131.52.transmit or upload any material to the Spotos Platform, that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs, otherwise attempt to gain unauthorized access to the Spotos platform, or related networks;
7.2.10. transfer any rights granted to the User under these Terms and Conditions;
7.2.11. violate these Terms and Conditions or other documents posted on the Platform.
7.3.The User hereby undertakes that it shall refrain from any acts which would put the functionality of the Spotos Platform at risk or disrupt its functionality, and that it shall not access any data it is not authorized to access. In addition, the User must ensure that the information it communicates via the Spotos Platform and the data it uploads to the Spotos Platform do not contain any viruses, worms or Trojan horses.
7.4.The User hereby undertakes to compensate Spotos for all losses arising out of any non-compliance with these duties, insofar he is responsible for and, in addition, to hold Spotos harmless against all claims of third parties, including the costs of legal counsel and court costs, incurred by Spotos due to the User’s failure to comply with the duties under these T&C.
8.2. The User acknowledges and agrees that any materials, including but not limited to questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials, or other information or commentary you provide on the Spotos Platform, or one of the Spotos social media accounts, regarding website, Spotos Platform or the Services that are provided by you, whether by email, posting to the website, or Spotos Platform, or otherwise, are non-confidential and will become our sole property. We will own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
9.1. These Terms and Conditions, and any of the rights, duties, and obligations contained herein, are not assignable by you without the prior written consent of Spotos. These Terms and Conditions, and any of the rights, duties, and obligations contained herein, are freely assignable by Spotos. Any attempt by you to assign these Terms and Conditions without written consent of Spotos is illegal and void.
§10 Governing Law
10.1. The interpretation, validity, and enforcement of these Terms and Conditions, and all legal actions brought under or in connection with these Terms and Conditions, shall be governed by the laws of the Federal Republic of Germany, without the Convention for International Sales of Goods (CISG).
10.2. Any disagreements or disputes between you and us, arising from these Terms and Conditions, shall be settled by negotiations between you and us. In case of failure to reach an agreement any disputes, disagreements, or claims, arising from these Terms and Conditions or related to it, its breach, dissolution, or validity, that have not been solved by you and us, shall be settled in the competent courts of the Federal Republic of Germany, chosen according our place of registration.
10.4. We reserve the right to change the jurisdiction and these Terms and Conditions at any time at our own discretion, as well as use any parent companies, subsidiaries, and/or other affiliated companies for the execution of these Terms and Conditions, our products and Services and other activities related to our business.