General Terms and Conditions
B2B Platform MANSIO

1. General / Scope
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 (hereinafter “MANSIO” or “we/us”). The Platform provides 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 splits long transport routes, enabling relay transport between companies. Trailers or entire trucks can be transferred from driver to driver at defined points suggested by the software. This allows Customers to shorten transport times, increase vehicle utilization, avoid unproductive vehicle idle times, and create more attractive working conditions for truck drivers. MANSIO is exclusively aimed at businesses (B2B).

1.2 Any deviating or conflicting GTC of the Customer are not accepted and therefore shall have no effect. Any separate contractual terms accepted by the Customer within closed user groups shall only apply insofar as they do not deviate from or conflict with these GTC.

1.3 For readability, the use of feminine and/or diverse forms is omitted. The use of the masculine form is to be understood as gender-neutral.

2. Description of Services and Scope of Our Services
Use of the Platform is possible upon meeting the criteria in Section 2.1 against payment of a recurring subscription fee. The current fees are set out in the applicable user agreement.

2.1 Creation of a Company Account – Activation by MANSIO
Using the Platform requires successfully creating at least one Company Account with the required mandatory company data. Within a Company Account, additional branch accounts may be created at separate cost. An unlimited number of free user accounts for individual employees (e.g., dispatchers) can be created under a Company Account.

Activation of a Company Account by MANSIO requires a valid commercial register number. MANSIO reserves the right to request additional proof required for the proper operation of a transport company (e.g., sufficient insurance coverage). MANSIO also reserves the right to verify the reliability of the company through publicly available sources (e.g., Creditreform) and/or to refuse the creation of a Company Account at its reasonable discretion.

2.2 Provision of Transport Data by Customers
Once the Company Account is activated, the Customer may use MANSIO, including providing transport-related data (e.g., planned routes, cargo, truck/container type, etc.) digitally (e.g., via upload of specific file formats, API/interface for MANSIO download) or manually through the platform’s input mask.

2.3 MANSIO Software Searches for Truck-to-Truck Options (Matches)
The MANSIO software continuously searches for potential customer encounter transports (“Matches”). When a Match is found, it is proposed to the relevant Customers, who can then accept or reject the Match on the Platform.

2.4 Acceptance of a Match Proposal – Exchange of Customer Data – Transfer Area Information
Upon acceptance of a Match, MANSIO is entitled to the contractually agreed remuneration. Both Customers are provided with the relevant data for mutual contact, e.g., vehicle license plates. Additionally, the MANSIO software suggests a route-appropriate location for the vehicle exchange at an external private or public operator. Optionally, MANSIO may offer a separately chargeable booking of the transfer area on behalf of the Customers.

2.5 Execution of Transfers and Completion of Tours is the Responsibility of the Customers
The exchange and/or transfer of vehicles and completion of tours are carried out independently and at the Customers’ own risk and responsibility. Matched Customers are obliged to immediately report the completion of a tour to MANSIO, e.g., via digital submission of a handover protocol.

2.6 Rejection of a Match Proposal
If a Customer rejects a MANSIO Match proposal, the software automatically searches for other potential Matches.

2.7 Additional Services
MANSIO may offer additional tour-related services such as Tour Advisory (e.g., Track and Trace and Estimated Time of Arrival (ETA)) as well as digital document handling and timeslot analysis for an additional fee.

2.8 MANSIO reserves the right to modify the website at any time, provided this does not materially impair the contractual use of the Platform and the functionality of MANSIO’s core services is maintained.

2.9 Services Not Provided
MANSIO is not a contracting party in connection with the commissioning, execution, or completion of transports. Only the Customers who accept a Match and exchange contact information are contracting parties regarding the execution of the tour.

Services not provided include guaranteeing the identification of Matches, internet access, or operation of data lines or networks. MANSIO is also not responsible for power outages or failures of networks or servers beyond its control.

Verification of Customer data or third-party transfer area providers is also not part of our services. We assume no liability for the accuracy, completeness, or timeliness of data or statements provided by Customers or transfer area providers.

3. Obligations of the Customer
3.1 The Customer must always provide complete and accurate information and keep all data up to date.

3.2 The Customer must provide only telephone numbers not attributable to a specific driver for contact purposes.

3.3 The Customer must comply with all legal requirements for freight transport, including sufficient insurance, anti-illegal labor laws, minimum wage, and driver rest and driving time regulations. The Platform may not be used to facilitate any violations.

3.4 Any changes affecting transport execution must be reported to MANSIO immediately, within 48 hours via email. This includes revocation of business licenses, insurance termination, etc.

3.5 Customers must exercise due care in operations to avoid endangering or preventing tour completion and must refrain from:

• Causing delays that prevent a Match or vehicle exchange;

• Using incompatible trucks or trailers;

• Providing defective or non-functional trailers;

• Using unapproved trailer types;

• Improper cargo securing causing fines or damages.

3.6 Conduct on the parking area
The Customer’s conduct on the parking area must at all times comply with public order, good morals, and the legitimate interests of other users. In particular, it is prohibited to dispose of waste improperly, to contaminate sanitary facilities, to leave bodily excretions outside designated areas, or to cause avoidable noise disturbances. Regardless of any fines or claims for damages imposed by the site operator, violations may additionally be sanctioned by MANSIO with fines of up to €5,000, particularly if the Customer’s misconduct threatens the loss of the transfer area for the MANSIO system.

4. Availability of the Platform
Our platform is generally accessible 24 hours a day; however, uninterrupted availability cannot be guaranteed. In particular, security and maintenance work or technical disruptions beyond our control may temporarily make the platform unavailable. We endeavor to perform maintenance outside normal business hours whenever possible.

5. Rights to the Platform and Database
5.1 We hold all rights to the MANSIO software, the platform, its content, and the contained database(s). All copyrights, trademarks, database rights, and other protective rights belong exclusively to us or our licensors. The use of scripts, bots, crawlers, or comparable methods (e.g., data mining, data extraction) is prohibited.

5.2 The Customer is only entitled to display datasets on their screen and print them using the functions provided by the Platform. Any further use is prohibited, in particular automated querying via scripts, bots, crawlers, or comparable methods (e.g., data mining, data extraction, GPT, or other AI-based applications).

5.3 The Customer may not use the information/data obtained through our platform, in whole or in part, to build their own database or for other commercial purposes beyond the intended use of the Platform. Linking, integrating, or otherwise combining our database(s) with other databases is prohibited, including the use of AI-based services such as GPT.

5.4 If the Customer submits content (e.g., trademarks/logos, photo files), the Customer grants us the right to use such content, unlimited in space and for the duration of the contract, free of charge, for the operation of the Platform and services, including hosting content in our databases for retrieval by third parties. This includes the right to reproduce, edit, modify, make publicly accessible (§ 19a German Copyright Act), transmit, sublicense, and publish content, e.g., in our marketing materials or those of our partners, or in other marketing measures (e.g., re-targeting).

6. Pricing Model
6.1 Base Fee
A recurring base fee is charged for each branch account created. Individual employee accounts are included in the price. Current fees are stated in the applicable user agreement.

6.2 Transaction Fee
For each accepted Match, the Customer must pay the contractually agreed transaction fee. The transaction fee remunerates the matching service provided by MANSIO, consisting of the algorithmic identification and provision of potential transport cooperation opportunities. The service is deemed fully rendered upon the Customer’s acceptance of a Match proposal.

MANSIO has no influence on the conclusion or execution of contracts between matched Customers. The transaction fee is due regardless of whether a contract is actually concluded or executed.

6.3 Prices are exclusive of statutory VAT.

7. Payment Terms
7.1 Base and transaction fees are invoiced to the Customer twice monthly.

7.2 Payments are collected via SEPA direct debit; credits are made via bank transfer. The Customer must provide necessary data and set up SEPA authorization. The Customer bears any costs arising from failed direct debits.

7.3 Payments received are applied first to principal claims, then to costs, and finally to interest, unless the Customer specifies otherwise. We will inform the Customer of the allocation.

7.4 If circumstances indicate doubts about the Customer’s creditworthiness (e.g., insolvency, returned direct debits), the entire outstanding balance becomes due. We may also require advance payments or security.

7.5 In case of default, the Customer owes interest of 9% p.a. above the base rate pursuant to § 288(2) German Civil Code (BGB).

8. Cancellations
8.1 MANSIO is entitled to cancel an accepted Match if there is a legitimate interest, e.g., in case of human or technical errors in creating the Match.

9. Termination
9.1 If we terminate the contract with the Customer, we will provide at least 30 days’ notice of the specific reasons leading to this decision.

9.2 The right to extraordinary termination for cause with immediate effect remains unaffected. Important reasons include serious breaches of contract or legal violations (e.g., minimum wage, data protection, facilitation of illegal work, revocation of business license, insurance termination) or repeated failure to report tour completion to MANSIO.

10. Liability
10.1 MANSIO is fully liable for damages caused by fraud, intent, or gross negligence, as well as under explicitly assumed guarantees or product liability law.

10.2 For slight negligence, MANSIO is fully liable for injury to life, body, or health.

10.3 Otherwise, MANSIO is liable only for material contractual obligations (“cardinal obligations”). Liability is limited to foreseeable, typical damage. Liability for defects existing at contract conclusion (§ 536a BGB) is excluded; paragraphs 10.1 and 10.2 remain unaffected.

10.4 MANSIO is not liable for data loss if the Customer fails to maintain backups that would allow restoration with reasonable effort.

10.5 The above liability rules also apply to MANSIO’s employees, legal representatives, and vicarious agents.

11. Indemnification
If a third party claims against us due to a Customer’s violation of law (e.g., minimum wage, data protection, illegal labor) or these GTC, the Customer shall indemnify us against all claims, including reasonable legal defense costs, upon first request. The Customer must be notified immediately in writing of such claims.

12. Data Protection; Data Access
12.1 We take data protection seriously and comply with applicable laws, including GDPR. Details on processing personal data are in our privacy policy.

12.2 Upon Match acceptance, the Customer (K1) receives access to the data necessary to contact the other Customer (K2). Customers never have direct access to each other’s data (privacy by design).

12.3 The Customer, as a business, is also obligated to comply with applicable data protection laws, including GDPR.

13. Complaints
MANSIO provides an easily accessible and user-friendly internal complaint management system via the Platform for its Customers.

14. Confidentiality
The Customer is obliged to treat the content of a Match and the associated information, in particular the contact information, as confidential, unless applicable laws require the Customer to disclose or share confidential information. Exempt from this confidentiality obligation are information that was already publicly known at the time of transmission, subsequently became publicly known without breaching confidentiality obligations, or was lawfully obtained from third parties.

15. Contractual Penalty
For any culpable violation of the confidentiality obligation under Section 14 and/or for culpable violations of any of the actions that must always be refrained from according to Section 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 applies if the Customer forwards or sells a Match proposal to third parties without our prior written consent.

16. Reservation of Amendments
16.1 We reserve the right to amend the content of these GTC with a minimum notice period of 15 days, informing the Customer in writing (e.g., via email) of the change(s), the effective date, the Customer’s right of termination, and the significance of the period.

16.2 The Customer is entitled to terminate the contract, with such termination becoming effective at the latest upon the expiry of fifteen (15) days after receiving the notice under Section 16.1. If the Customer does not exercise this right, the contractual relationship shall be subject to the amended GTC.

16.3 After receiving notice of the GTC amendment(s), the Customer may waive the period under Section 16.1 at any time by a clearly confirmatory action (e.g., by accepting a Match proposal or contacting the relevant Customer after confirming our Match proposal before the expiry of the period).

17. Set-off, Retention, and Assignment
17.1 Unless otherwise stipulated or agreed, the parties are not entitled to assign or transfer any or all rights arising from the contractual relationship without prior consent of the other party.

17.2 The Customer is not entitled to set-off or retention unless their counterclaims are undisputed or legally established.

18. Final Provisions
18.1 German law applies, excluding the conflict-of-law rules of private international law and the UN Convention on Contracts for the International Sale of Goods (CISG).

18.2 Exclusive place of jurisdiction and performance is Aachen, Germany.

18.3 The invalidity of individual provisions of these GTC does not affect the validity of the remaining provisions. Should individual provisions be invalid, they shall be replaced by provisions that most closely reflect the economic purpose of the invalid provision. Should the parties subsequently identify any gaps in the agreements related to these GTC or their components, they shall close such gaps in writing, taking into account the contractual purpose and the mutual economic interests.

Status: May 2025