B2B platform MANSIO

1. general/scope of application

1.1 These General Terms and Conditions (GTC) apply to „MANSIO” or „the Platform”. MANSIO is a browser-based internet portal operated by MANSIO GmbH and MANSIO Logistics GmbH, Bismarckstr. 2-8, 52066 Aachen, Germany (hereinafter „MANSIO” or „we/us”). The purpose of the platform is to provide AI-based search and other digital services for registered freight forwarding companies and/or other registered transport companies (hereinafter referred to as „customers”). The MANSIO software breaks down long transport routes and thus enables the relay traffic of transport companies. Trailers or entire trucks are handed over from driver to driver at defined points suggested by the software. This shortens transport times, increases vehicle capacity utilization, avoids unproductive vehicle downtimes and thus creates more attractive working conditions for truck drivers. MANSIO is aimed exclusively at companies (B2B).

1.2. Any deviating or conflicting terms and conditions of the customer are not accepted and therefore do not apply. Any separate contractual terms and conditions accepted by the customer in connection with the use of the platform within the framework of closed user groups shall only apply insofar as they do not deviate from or contradict these GTC.

1.3 In order to simplify the readability of these GTC, we refrain from using the feminine and/or the diverse form. The use of the masculine form is to be understood as gender-neutral.

2. service description and scope of our services

Use of the platform is possible against payment of a regular usage fee (subscription fee) if the criteria set out in section 2.1 are met. The current usage fees are available on the platform under „Price list”.

2.1 Creating a company account – activation by MANSIO

The use of the platform requires the successful creation of at least one company account, stating the mandatory company data requested in this context. As part of a company account, it is possible to create additional branch accounts, which are subject to a separate charge. As part of a company account, it is possible to create an unlimited number of free user accounts for the customer’s individual employees (e.g. dispatchers).

A prerequisite for the successful activation/confirmation of a company account by MANSIO is the existence of a valid commercial register number for the company. MANSIO reserves the right to request any further proof required for the proper operation of a transport company (e.g. sufficient insurance cover). MANSIO also reserves the right to obtain information on the reliability of the company from publicly accessible sources (e.g. Credit Reform) and/or to refuse to open a company account at its own dutiful discretion.

2.2 Provision of transportation data by customers

Once the company account has been activated by MANSIO, the customer can use MANSIO, in particular provide their transport-relevant data (e.g. planned tours, routes, transported goods, truck/container type, etc.) digitally (e.g. via upload of certain file formats, API/interface for download by MANSIO) or manually via the input screen on the platform.

2.3 MANSIO software searches for truck to truck option (matches)

The MANIO software always uses its AI-based algorithm to search for potential customer meetings (so-called „truck to truck options”) and looks for the best possible matching option („match”). If a match is found, it is suggested to the relevant customers, who then have the option of accepting or rejecting the match within the platform by clicking a button.

2.4 Acceptance of a match proposal – Exchange of customer data – Change areas Info

If a match is accepted, MANSIO is entitled to the contractually agreed matching fee; the MANSIO prices can be found on the „Platform”. In this case, MANSIO will provide both customers with the relevant data for contacting each other, i.e. the license plate numbers of the trucks and trailers as well as the telephone numbers provided by the customers so that the drivers can be reached by each other. In addition, the MANSIO software suggests a suitable route-related location for changing/replacing the tractor units and/or trailers at an external private or public area operator. If necessary, MANSIO offers the option of booking the swap space in the name of and on behalf of both customers, for which a separate fee is payable.

2.5 The customer is responsible for carrying out the change and successfully completing tours

The change and/or exchange of trailers and/or towing vehicles as well as the execution or termination of a tour shall be carried out independently and at the customer’s own risk and responsibility in accordance with their GTC. MANSIO is NOT a contractual partner with regard to the execution or termination of tours. Only the two customers who accept a match and then receive the mutual contact information and agree on the change/exchange are contractual partners with regard to the execution of the tour. The „matched” customers are obliged to report back to MANSIO immediately after the end of a tour. This can be done (a) in the form of digital transmission of a handover report or (b) automatically via GPS signal, provided that the customers agree to digital transmission to MANSIO.

2.6 Rejection of a match proposal

In the event that a customer rejects a MANSIO match proposal, the MANSIO software automatically searches for other potential matches. The customer is under no obligation to accept a match.

2.7 Additional services

MANSIO may offer additional tour-related services in the form of Tour Advisory (e.g. Track and Trace and Estimated Time of Arrival (ETA) as well as digital document handling (ECMR) and timeslot analysis for a separate fee; details can be found in the current price list.

2.8 We are entitled to make changes to the MANSIO website at any time.

2.9 Not subject of our services

Our services do not include the guaranteed finding of matches, access to the Internet or the operation of data lines or data networks as part of the public Internet. We are also not responsible for power failures or network or server failures over which we have no control.

Our services also do not include verifying the information provided by customers when creating their company account, checking that customer information is up to date or checking the information provided by external open space providers. We therefore accept no liability for the accuracy, completeness or currency of the information or declarations provided by customers or open space providers.

3. obligations of the customer

3.1 The customer is always obliged to provide complete and exclusively correct information and to keep all data up to date at all times.

3.2 For the purpose of contacting the drivers, the customer is obliged to transmit only telephone numbers that cannot be assigned to a specific driver.

3.3 The customer is obliged to comply with all legal provisions and requirements necessary for freight transportation at all times. In particular, he is obliged to ensure adequate insurance cover, to comply with the statutory provisions to combat illegal employment and not to violate the law regulating a general minimum wage or truck driving times. The customer shall also not use our services to prepare such violations.

3.4 We must be informed immediately by e-mail, at the latest within 48 hours, of any changes at the customer that may affect the performance of transportation. This also includes the withdrawal of a business license, termination by the insurer, etc.

3.5 The customer is obliged to always exercise the care required in traffic so that the execution of a bill of exchange and the completion of a tour – as described in section 2.5 – is not jeopardized or impossible and/or causes damage to the subcontractor; in particular, each customer is obliged to refrain from the following actions:

– Delay for which the subcontractor is responsible, which prevents a match or the swap (e.g. trailer swap) (e.g. due to the tour starting too late);
– Incompatibility of the tractor unit with the trailer/trailer provided for which the subcontractor is responsible, which actually prevents a match or the swap/swap (e.g.
– provision of a trailer/trailer that is not fully functional, so that the subcontractor justifiably refuses to continue the journey with the trailer;
– use of a trailer body that was not agreed (e.g. dry box instead of tarpaulin);
– improper securing of the load, which leads to a fine for the subcontractor and/or causes other damage.

4. availability of the platform

Our platform is generally available 24 hours a day, but constant and uninterrupted availability is not technically possible; in particular, security and maintenance work as well as technical faults beyond our control may lead to temporary unavailability of the platform. We endeavor to carry out maintenance work outside normal business hours wherever possible.

5. rights to the platform and the database

5.1 We are the rights holder in relation to the MANSIO software, the platform, the content contained therein and the database(s) contained therein. We or our licensors are exclusively entitled to all copyrights, trademark rights, database rights and other intellectual property rights. The use of scripts, bots, crawlers, etc. by search software or comparable measures (in particular data mining, data extraction) is not permitted.

5.2 The customer has the right to visualize data records on his screen and to print them out exclusively by using the functions provided by us via the platform. Any use beyond this is not permitted, in particular automatic queries using scripts, bots, crawlers, etc. through search software or comparable measures (in particular data mining, data extraction, GPT or other AI-based applications) are not permitted.

5.3 The customer may not use the information/data obtained via our platform in whole or in part to create its own database and/or for any other commercial purposes that go beyond the purpose of using our platform. In particular, the linking, integration or other connection of our database(s) with other databases is not permitted; this also includes the use of AI-based services such as GPT.

5.5 If the customer transmits content (e.g. brands/logos, photo files) as part of the use of the platform, the customer grants us the right to use this content free of charge for an unlimited period for the duration of the contract for the operation of our platform and services, including the placement and provision of the content in our database(s) for retrieval by third parties for all known and future types of use. The right of use includes in particular the right to reproduce, edit, modify, make publicly accessible (§ 19 a UrhG), transfer, further license and publish the content, e.g. in the context of our advertising material or advertising material of our cooperation partners or in the context of other marketing measures (e.g. re-targeting).

6. pricing model

6.1 Subscription fee
A regular usage fee (subscription fee) is charged per company account and for each branch office created for the possibility of using the platform. The individual employee accounts are included in the price. The current prices can be found in the price list.

6.2 Matching fee
For each match accepted by the customer, the customer is obliged to pay the contractually agreed matching fee. The current prices can be found in the price list
The matching fee is due regardless of whether a contract between „matched” customers is actually concluded and/or successfully executed and/or terminated or not.

6.3 The prices do not include the statutory value added tax.

7. payment modalities

7.1 The Subscription Fee(s) and any Matching Fees incurred will be invoiced to the customer every 14 days by means of an invoice in the portal and are due for payment immediately.

7.2 The usual payment options are offered.

7.3 Among other things, we offer payment by SEPA direct debit mandate. The customer must provide the necessary data upon conclusion of the contract. By providing the bank details, the customer authorizes us to collect the payment due. Fees for returned direct debits for which the customer is responsible shall be borne by the customer.

7.4 Despite any provisions of the customer to the contrary, we shall first offset payments against any older debts of the removal provider and inform the removal provider of the type of offsetting that has taken place. If costs and interest have already been incurred, we shall be entitled to offset the payment first against the costs, then against the interest and finally against the main service.

7.5 If we become aware of circumstances that call the customer’s creditworthiness into question (e.g. suspension of payment, returned direct debit), we shall declare the entire remaining debt due. In this case, we shall also demand advance payments or the provision of security.

7.6 In the event of late payment, the customer is obliged to pay interest on arrears at a rate of 8% p.a. above the prime rate.

8 Cancellations

8.1. Cancellation requests by a customer in relation to a match already confirmed by him must be made immediately, at the latest before receipt of the contact information of the other match customer via the cancellation option within the platform; otherwise MANSIO can demand the agreed matching fee. At this point, MANSIO draws attention to the customer’s cancellation rules, which are independent of this.

8.2 MANSIO is entitled to cancel a match that has already been accepted if MANSIO has a recognized interest in doing so. This is particularly the case if a human or technical error is detected when the match is created or if the other customer who has accepted the match has canceled or withdrawn the loading/unloading capacity at short notice via the platform.

9. termination

9.1 The contract concluded with the customer for the use of the platform has a minimum term of 14 days and otherwise runs for an indefinite period. It can be terminated by either party at any time. The customer can terminate via the termination button provided on the platform, which leads to an e-mail form. The termination will be processed within 1-5 working days and will take effect on the next 14-day billing period. The matches accepted up to the processing of the termination will still be invoiced by us regularly with the last invoice.

8.2 If we terminate the contract with the customer, we will state specific facts or circumstances that have led us to this decision at least 30 days before the termination takes effect.

8.3 The right to extraordinary termination of the contract for good cause with immediate effect remains unaffected. From our point of view, important reasons include serious breaches of contractual obligations and/or breaches of commercial or other legal regulations (e.g. breach of minimum wage regulations, data protection laws, enabling illegal employment, revocation of a business license, termination by the insurer, etc.).

10. complaints

Please send any suggestions for improvement or complaints in connection with the use of our platform to ____@_____. .

11. liability

11.1 MANSIO shall be liable without limitation in the event of fraudulent intent, intent or gross negligence for all damage caused by it and within the scope of a guarantee expressly assumed by it and in accordance with the provisions of the German Product Liability Act.

11.2 In the event of slight negligence, MANSIO shall be liable without limitation in the event of injury to life, limb or health.

11.3 Otherwise, MANSIO is only liable if it has breached a material contractual obligation (a so-called cardinal obligation). Material contractual obligations are those that are of particular importance for achieving the purpose of the contract, as well as all those obligations that, in the event of a culpable breach, could lead to the achievement of the purpose of the contract being jeopardized and on the fulfilment of which the customer regularly relies and may rely. In these cases, liability is limited to compensation for foreseeable, typically occurring damage. Strict liability for damages (§ 536a BGB) for defects existing at the time of conclusion of the contract is excluded; paragraphs 1 and 2 remain unaffected.

11.4 Notwithstanding paragraphs 1 to 3, MANSIO is not liable for the loss of data to the extent that the damage is due to the customer’s failure to perform data backups and thereby ensure that lost data can be restored with reasonable effort.

11.5 The above liability rules also apply to the conduct of MANSIO’s employees, legal representatives and vicarious agents.

12. exemption

Should a third party assert a claim against us due to a customer’s violation of applicable law (e.g. regulations on minimum wage, data protection, prohibition of illegal employment, driving times) or due to a customer’s violation of its obligations under these GTC, the customer shall be obliged to indemnify us against all claims, including the costs of reasonable legal defense, upon first request. The prerequisite in such a case is that we inform the customer immediately in text form of the claims asserted by third parties; the same applies if a customer (C 1) makes a claim against us due to a dispute arising from the contractual relationship between him (C 1) and another customer (C 2). In this case, K2 is obliged to indemnify us against all claims of K1, including the costs of reasonable legal defense, upon first request.

13. data protection; data access

13.1 We take data protection very seriously and comply with all applicable data protection laws, in particular the provisions of the GDPR, the TMG and the TTDSG; information on how we process your personal data can be found in our privacy policy.

13.2 When accepting a match, we grant the customer (K1) access to the data required to contact the other customer (K2). Customers never have direct access to the data of other customers (privacy by design).

13.3 As an entrepreneur, the customer is also obliged to comply with the applicable data protection regulations, in particular the GDPR.

14. confidentiality

The customer is obliged to treat the content of a match and the associated information, in particular the information for establishing contact, confidentially, unless applicable laws that oblige the customer to disclose and pass on confidential information conflict with this. Excluded from the confidentiality obligation is information that was already generally known when a match was transmitted or subsequently became generally known without breach of confidentiality obligations or which the customer has lawfully received from third parties.

15. contractual penalty

For each case of culpable violation of the above-mentioned confidentiality obligation pursuant to Clause 14 and/or in the event of culpable violation of one of the actions always to be refrained from pursuant to Clause 3.5, the customer shall pay a contractual penalty to be determined by us at our reasonable discretion and reviewable by the competent local or regional court. The same shall apply if the customer forwards or sells a match proposal to third parties without our prior consent in text form.

16. reservation of right of amendment

16.1 We reserve the right to amend the content of these GTC with a notice period of at least 15 days, whereby we shall inform the customer in advance of the amendment(s) in text form (e.g. via email). We will also inform the customer of the date on which the changes take effect, the customer’s special right of termination and the significance of the notice period.

16.2 The customer is entitled to terminate the contract, which shall take effect no later than fifteen (15) days after receipt of the notification pursuant to Section 16.1. If the customer fails to terminate the contract, the contractual relationship for the use of our platform shall be subject to the amended GTC.

16.3 The customer may waive the period pursuant to Section 16.1 at any time after receipt of the notification of the amendment(s) to the GTC, for example by a clearly confirming action (e.g. by re-registering on the Platform or contacting the relevant customer after confirmation of our match proposal before expiry of the period pursuant to Section 16.1).

17. offsetting, retention and assignment

17.1 Unless otherwise stipulated or agreed, the parties are not entitled to assign or transfer all or individual rights arising from the contractual relationship without the prior consent of the other party.

17.2 The customer shall not be entitled to set-off or retention unless its counterclaims are undisputed or have been legally established by a court of law.

18. final provisions

18.1 German law shall apply to the exclusion of the conflict of laws provisions of private international law and the UN Convention on Contracts for the International Sale of Goods (CISG).

18.2 The exclusive place of jurisdiction and place of performance is Aachen.

18.3 The invalidity of individual provisions of these GTC shall not result in the invalidity of these terms and conditions as a whole. Should individual provisions of these GTC be invalid, the remaining provisions shall remain valid. The invalid provision shall be replaced by a provision to be determined by the parties which comes closest to the economic purpose of the invalid provision. If the parties subsequently determine that an agreement in connection with these GTC or its components is incomplete, they shall resolve these discrepancies by means of an agreement in text form, taking into account the purpose of the contract and the mutual economic interests.

Status: May 2023