Version May 2018
Terms and conditions Customer (“GT&Cs”) for the Platform (“Platform”)
§ 1 Parties to the agreement
1) The parties to the agreement for the use of the Platform and the freight services provided on the Plat-form are Saloodo! GmbH (‘Saloodo!’) and the customer (‘Customer’), being an entrepreneur within the meaning of section 14 of the German Civil Code (Bürgerliches Gesetzbuch – BGB). An entrepreneur within the meaning of section 14 (1) BGB means a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession. Saloodo! and Customer are also jointly called ‘the parties’.
2) With the acceptance of these GT&Cs Customer guarantees that he is not a consumer within the mean-ing of section 13 BGB. A consumer within the meaning of section 13 BGB means every natural person who enters into a legal transaction for purposes that predominantly are outside his trade, business or profession. Customer further guarantees that he enters the agreement in pursuance of his commercial or independent professional activity.
§ 2 Subject matter
1) Saloodo! provides the Platform for Customer including all functions described in section I. of these GT&Cs and the freight services described in section II. of these GT&Cs. Saloodo! provides an online Platform (“the Platform”) that allows Saloodo!’s customers with the need to transport shipments to choose from subcontractors of Saloodo! (“Subcontractors”) who are able to transport such shipments. The Platform digitally supports the end to end process from listing to payment processing of the offered services. The contract about the transportation services entered into under these GT&Cs (“Freight Con-tract”) is between Customer and Saloodo!.
2) Saloodo! may link the use of the Platform or individual functions of the Platform, or the scope in which the individual functions and services may be used, to specific conditions, e.g. checking registration de-tails or proof of payment.
3) Saloodo! provides the Platform and all functions on the basis of the current state of the art. Saloodo! may temporarily limit the use of the Platform if this is necessary with respect to capacity limits, the se-curity or integrity of the servers or the implementation of technical measures and this is for the purpos-es of the proper or improved provision of the Platform services. In these cases, Saloodo! shall take the legitimate interests of Customer (Section 315 BGB) into account, e.g. via information provided in ad-vance.
4) Where an unscheduled system downtime prevents Freight Contracts from being concluded or other functions of the Platform from working, the customer will be informed where possible by e-mail or using another suitable means.
5) The Provisions in section III of these GT&Cs apply to both the Platform services and the freight ser-vices. Some clauses in section I also apply to the freight services, as indicated in the relevant clauses.
§ 3 Confidentiality, data protection
1) Each of the parties undertakes to keep strictly confidential any company and business secrets and oth-er business or technical information or knowledge relating to the other party that it obtains as part of the Platform Contract or any Freight Contract and to require their employees and any third party, where they are commissioned with the performance of the Platform Contract or the Freight Contract, to main-tain the same level of confidentiality.
2) Each party undertakes to observe the relevant provisions of the applicable data protection laws and to protect the data relating to the other party that is collected and stored during the performance of the Platform Contract against unauthorized third-party access and to use it only for the purposes of per-forming the Freight Contracts.
I. Special contractual provisions for the Platform services
§ 1 Service specification – the Platform
The Platform offers the Customer the technical means, within the framework provided by Saloodo!, to use the Platform in order to request freight services provided by Saloodo! and its Subcontractors, to order freight services, to be informed about and order further services provided on the Platform and to communi-cate with Saloodo! and its Subcontractors in relation to such freight services.
§ 2 Registration, conclusion of the contract for use of the Platform and the Platform account
1) The proper registration of Customer and the maintenance of an activated account on the Platform shall be a mandatory requirement and condition for the use of the Platform in accordance with these GT&C.
2) Only companies within the meaning of Section 14 (1) BGB shall be allowed to register as customer.
3) To register, Customer must fill in the registration form made available by Saloodo! and send it to Sa-loodo!.
4) Customer shall specify the data truthfully and in full on the registration form. Customer must notify Sa-loodo! of any changes in writing without delay.
5) By submitting the registration form, Customer issues a binding offer to conclude a contract with Sa-loodo! about the use of the Platform (“the Platform Contract”) which incorporates these GT&Cs. Sa-loodo! can confirm receipt of Customer’s proposal by sending a registration confirmation in text form. The registration confirmation shall solely constitute information to Customer on receipt of the registra-tion form and shall not constitute acceptance of the offer. Should Saloodo! accept Customer’s offer, Sa-loodo! sends an activation confirmation to Customer. The conclusion of the Platform Contract shall be effected in this way and the service may be used immediately thereafter.
6) Customer shall choose a secure password after the successful activation of its account. Customer un-dertakes to keep secret its password and any other access details relating to the use of the Platform and to carefully secure access to its account. Customer informs Saloodo! immediately if it suspects that its account has been misused by any third party.
7) Customer shall be liable for all use of its account, whether authorized by Customer or not. Where Cus-tomer is not responsible for the misuse of its account because there is no violation of existing duties of care, Customer shall not be liable.
8) The account may not be transferred to a third party without the explicit consent of Saloodo!.
§ 3 Use of the Platform functionalities
(1) Saloodo! provides Customer with functions and tools on the Platform in order to place transportation orders, to conclude Freight Contracts and for all communication regarding the offered services.
(2) Customer shall only use the functions and tools provided by the Platform for the aforesaid communica-tion, unless another form of communication is explicitly indicated herein or unless it is technically im-possible to do so.
§ 4 Conclusion of the Freight Contract
(1) Customer may place a request for a specific load on the Platform. Saloodo! may provide one price or may propose several prices for different Subcontractors (“Price”).
(2) Prices are binding and may be accepted by Customer during the period indicated on the Platform in relation to such shipment.
(3) A Freight Contract will be formed when Customer accepts a Price (in each case, via the Platform).
(4) The Customer is under no obligation to request or accept pricing. However, its use of the Platform must be genuine and reasonable. Saloodo! may terminate the Platform Contract or block Customer’s access to the Platform, if it rarely orders a shipment, despite repeatedly requesting prices.
(5) Saloodo! is under no obligation to offer a Price to Customer.
(6) The individual transport orders shall be placed by Customer with Saloodo! using the functions provided on the Platform only.
(7) Customer must provide accurate and complete information about the shipment and about the pick-up and delivery site, as well as all relevant information about site access, including any data necessary to contact the consignee or his representative and to send him information about the delivery time.
(8) Customer must check information from Subcontractors such as information in the POD uploaded by Subcontractor, including time of Subcontractor arrival at origin and destination and challenge or correct such information within one working day (meaning Monday to Friday 8am to 5pm Berlin time).
(9) Customer is obliged to adhere to the provisions of any applicable law on data protection when providing the aforementioned information. In particular, Customer alone is obliged to obtain the consent required for the use of the data of the consignee on the platform. By providing the data of the consignee, the cus-tomer guarantees that he has complied with the provisions of the applicable law on data protection.
§ 5 Payment and Remuneration
(1) The use of the Platform is free of charge.
(2) The price for the freight service ordered via the Platform shall be the Price accepted by the Customer.
(3) Extra charges may apply in accordance with Annex 1 (Extra Charges Schedule).
(4) Customer shall pay the prices for the ordered freight service by using a payment method offered on the Platform.
(5) If Customer fails to make payment for freight services provided by Saloodo! within the agreed period, Saloodo! may terminate the Platform Contract or block Customer’s access to the Platform.
(6) If Customer chooses a payment method requiring him to provide upfront payment (prior to pick up of the shipment), but fails to do so, Saloodo! is entitled to treat the relevant Freight Contract as cancelled and charge a cancellation fee as indicated in Annex 1.
(7) If Customer fails to make the shipment available for pick up in time, or cancels the Freight Contract before the shipment is picked up, the relevant cancellation fee will also be charged.
(8) All invoices will be subject to VAT, if applicable.
(9) If extra charges apply, and Customer has not challenged the communications from the Subcontractor on which they are based within 1 working day after having received the information via the Platform, then depending on the payment option previously selected by Customer for such shipment, Saloodo! will either automatically debit the Customer such extra charges or issue an invoice to Customer for them.
(10) All items in Saloodo! invoices must be paid in full. No setting off or retention of amounts claimed by Customer against Saloodo! is permitted. However, Customer may offset claims which are finally decid-ed, ready for decision or undisputed.
§ 6 Additional terms and conditions of business for RatePAY payment types and RatePAY data protection declaration
In order to offer Customers situated in Germany a convenient payment method, Saloodo! works with RatePAY GmbH, Schlüterstraße 39, 10629 Berlin (“RatePAY”). Should a valid and effective contract come about between Customer and RatePAY via the use of a RatePAY payment method, Saloodo! transfers its payment claim to RatePAY. In using RatePAY ”open invoice”, Saloodo! transfers its pay-ment claim to RatePAY GmbH’s partner bank. If Customer opt for the offered RatePAY payment method here, Customer hereby agrees to the forwarding of its personal data and of its order to RatePAY GmbH for the purposes of identity and credit checks as well as to execute the contract. All details can be found in the Additional terms and conditions of business for RatePAY payment types and the RatePAY data protection declaration, which form part of these GT&Cs and always apply when Customer opts for RatePAY payment methods.
§ 7 Licensing rights, rights of use
1) Saloodo! grants Customer a non-exclusive licence, restricted to the term of the Platform Contract, to personally use the Platform web frontend and related mobile applications. Customer shall not lease, confer or provide in any other way the above rights of use to a third party.
2) Customer shall not be entitled without explicit prior written consent to use, exploit or modify the “Sa-loodo!” trademark (words and image).
3) Customer shall comply with the usage requirements provided on the Platform, as well as with instruc-tions that Customer receives from Saloodo! as regards services. This shall, for example, also apply to usage and integration requirements that exist based on legal provisions or the regulations of credit card companies.
4) When using the Platform and other services of Saloodo!, Customer shall comply with the applicable laws, in particular the provisions relating to data protection and competition law.
5) Customer itself shall be responsible for archiving on its own storage medium the information which can be viewed on the Platform that Customer requires for the purposes of performing the Freight Contracts, securing evidence, accounting, etc.
6) If Customer fails to comply with the requirements of this clause 7, Customer shall be liable for damages that are incurred by Customer, Saloodo! or a third party.
§ 8 System integrity
1) Customer shall be prohibited from using mechanisms, software or other scripts in conjunction with the use of the Platform that may negatively impact or disrupt the functions of the Platform.
2) Customer shall be prohibited from taking measures that may result in an unreasonable or excessive load on the Platform, or on the technical infrastructure associated with it.
3) Customer shall be prohibited from blocking the content generated by the Platform, overwriting it or mod-ifying it or tampering with it in any other way which may have an adverse effect on the content or func-tions of the Platform.
4) Except as permitted by clause § 7 (5) the content stored on the Platform may not be copied nor distrib-uted, nor used or reproduced in any other way without the prior consent of the legal owner. This shall also apply to copying using “robot/crawler” search engine technologies or using other automated mech-anisms.
§ 9 Measures by Saloodo! in the event of violations of rights by Customer
In addition to any rights it may have under applicable law, Saloodo! shall be entitled to take one or more of the following measures if there is reason to suspect that Customer has violated legal provisions, these GT&C or specifications relating to the Platform or the Freight Contract, or if Saloodo! has any other legitimate interest, particularly as regards the protection of party against fraudulent activities:
- Issue a warning to Customer;
- Reduce/limit the use of the platform functions;
- Impose a temporary block;
- Impose a permanent block.
§ 10 Liability
1) Saloodo! shall only be liable for the infringement of essential obligations, the infringement of which jeop-ardises the achievement of the purpose of the Platform Contract, or of which the observance is vital for the proper performance of the Platform Contract, and on whose compliance the Customer can normally rely (“cardinal obligation”). In the case of infringement of a cardinal obligation Saloodo! shall only be liable for foreseeable loss/damage which would reasonably be anticipated in a typical case under the Platform Contract. The above limitation of liability shall not apply in the case of:
- damage caused by intent or gross negligence,
- or personal injury (to life, limb or health).
- as well as obligations guaranteed by Saloodo! (Garantieübernahme)
2) Saloodo! shall not be liable if the circumstances substantiating a claim asserted against Saloodo!
- relate to an unusual and unforeseeable event over which Saloodo! has no influence and the conse-quences of which could not have been avoided despite exercising due care, or
- have been caused by Saloodo! based on a statutory obligation.
3) Furthermore, Saloodo! shall not be liable for any downtime or incidents in the technical infrastructure, which are based on unforeseeable events for which Saloodo! cannot be held responsible (force majeure). Force majeure shall be deemed in particular to be wars, unrest, natural disasters, fire, sabotage attacks by a third party (e.g. those caused by computer viruses), power failures, official orders, strikes or other measures of industrial dispute and the failure or restriction of services of communication networks and gateways of other operators.
§ 11 Contract term and termination
1) The term of the Platform Contract shall commence on the date on which Saloodo! confirms its registra-tion to Customer (access) and shall have a term of an indefinite period (“contract term”).
2) The parties may terminate the Platform Contract at any time by giving one (1) weeks’ written notice to the other party at any time. Upon termination, all rights and obligations of Customer from the GT&C shall cease to be valid. Termination will not affect any Freight Contracts concluded prior to the date of termination. The Customer shall continue to have access to the functions of its account needed for this reason for up to four weeks after the termination takes effect.
3) The right to terminate the Platform Contract for good cause shall be unaffected. Saloodo! shall have the right to termination for good cause, in particular if:
- Customer is in liquidation or insolvency proceedings are initiated with respect to Customer’s assets, or if Customer sells all or parts of its assets, its company or its business outside the normal busi-ness process, or
- Customer has provided incorrect information about its financial situation, where this information is particularly important as regards the decision made by Saloodo! on whether to enter into the Platform Contract, or
- the financial situation of Customer deteriorates significantly, whereby the payment of amounts or the fulfilment of other obligations vis-à-vis Saloodo! is questioned.
4) Either party shall be entitled to termination for good cause only after the expiry of a reasonable period of time granted to remedy the breach or if a warning letter from the other party failed, unless this time pe-riod or warning letter can be dispensed with under applicable law due to the specific circumstances of the individual case.
§ 12 Exercise of rights by third party, transfer of the Platform Contract
1) For the purpose of performing the Platform Contract Saloodo! may use other companies or in-house branches as vicarious agents.
2) Saloodo! is also entitled, with a notice period of four (4) weeks and within the legally admissible frame-work, to transfer its rights and obligations from this the Platform Contract in whole or in part to a third party. In this case, Customer shall be entitled to immediately terminate the Platform Contract.
§ 13 Jurisdiction, applicable law
1) The Platform Contract shall be subject to the law of the Federal Republic of Germany.
2) The place of jurisdiction for any and all disputes arising from the Platform Contract shall be Bonn, Ger-many.
II. Special contractual provisions for the freight services
§ 1 Service specification
(1) The service covers national and cross border road freight transports within the EU (“Services”) only. Supply or replacement of pallets or other loading means is not covered by the Freight Contract. The products which are prohibited for transport are listed in Annex 2.
(2) Saloodo! does not agree on binding delivery times. Saloodo! will use reasonable efforts to keep to re-quested time windows, but these as well as the pick-up date and the delivery date are not guaranteed or binding. Customer and consignee should therefore ensure that pick-up and delivery sites are open dur-ing normal working hours, even outside the preferred time windows and pick-up and delivery dates.
(3) In case of system downtime the customer is obliged to provide relevant information to Saloodo! where possible by E-Mail or using another suitable means.
§ 2 External Trade Rules
Customer guarantees that all applicable customs, export control, and other laws and regulations which apply to any shipment have been complied with and that neither the receipt nor the delivery of any shipment exposes Saloodo! to the risk of any sanctions violation, such as but not limited to the European Union and the United States of America (collectively “Sanctions”) or violate other trade restrictions or prohibitions. Customer guarantees in particular, that (i) the shipment does not include any goods which appear on any applicable list of prohibited goods; and (ii) delivery of the shipment will not result in any funds or economic resources being made available to any individual or entity which is listed or designated in any Sanctions. The Customer shall irrevocably and unconditionally hold Saloodo! fully harmless from and keep Saloodo! fully indemnified against all and any losses, damages, fines and expenses whatsoever which it may suffer arising or resulting from any breach by the Customer.
§ 3 Liability
(1) Unless mandatory provisions to the contrary (e.g. CMR) are applicable, Saloodo! shall be liable for all the services it provides in accordance with the Allgemeine Deutsche Spediteurbedingungen 2017 – ADSp 2017 – (German Freight Forwarders’ General Terms and Conditions 2017) and – if the ADSp 2017 do not apply for performing logistics services – with the Logistic-AGB (General Terms and Conditions of Logistics-Services Providers), as of March 2006. Note: In clause 23 the ADSp 2017 deviates from the statutory liability limitation in section 431 German Commercial Code (HGB) by limiting the liability for multimodal transportation with the involvement of sea carriage and an unknown damage location to 2 SDR/kg and, for the rest, the customary liability limitation of 8,33 SDR/kg additionally to Euro 1,25 mil-lion per damage claim and EUR 2,5 million per damage event, but not less than 2 SDR/kg. In case of national transports in countries other than Germany, liability of Saloodo! will be in accordance with the provisions of the respective national transport law and the local freight forwarding conditions of that country if included here https://www.saloodo.com/terms-conditions/domestic/
(2) . Saloodo! also uses electronic means for receipts, by which the printed name is documented along with the digitized or electronic signature of the consignee or the person authorized to receive the shipment. The Customer hereby accepts this form of confirmation of receipt and expressly waives the right to contest receipt of the goods with reference to this form of confirmation of receipt.
§ 4 Jurisdiction, applicable law
(1) The Freight Contracts shall be subject to the law of the Federal Republic of Germany and the relevant provisions of the ADSp 2017. In case of national transports in countries other than Germany the Freight Contracts shall be subject to the applicable law of that country and to the local freight forward-ing conditions of that country if included here https://www.saloodo.com/terms-conditions/domestic/
(2) The place of jurisdiction for any and all disputes in relation to international transports and to any na-tional transports in Germany shall be Bonn, Germany. In case of international transports that place of jurisdiction shall be deemed as an additional place of jurisdiction pursuant to Article 31 CMR.
(3) In case of national transports in countries other than Germany the place of jurisdiction is determined by the applicable law of that country.
§ 5 Pallet exchange
Saloodo! will not carry out any exchange of pallets.
Saloodo! shall notify Customer of any changes to the GT&Cs in text form (e.g. via the Platform or by e-mail, post) (“notification of changes”). The changes shall take effect vis-à-vis Customer and the contrac-tual relationship shall continue under the changed conditions if Customer does not object to these changes within one (1) week after receiving the notification of changes by means of written notification to Saloodo!. This deadline shall be deemed to have been met so long as the objection is sent to Saloodo! within this time period. Saloodo! shall specifically point out to Customer in the written notification of changes the above consequences of failure to object.
Should any individual provisions of these GT&Cs be or become ineffective, the validity of the remaining provisions shall remain unaffected. The parties undertake in this case to agree on an effective replacement provision which most closely approximates to the ineffective provision or the intended purpose of the inef-fective provision. The same shall apply to contractual omissions.
No verbal side agreements to these GT&Cs have been made.
The contracting language is German. In the event of any conflict or inconsistency between the English and the German versions, the German original shall prevail. Any interpretation of English or German terms shall be construed in accordance with German law not taking into account any English or other foreign law concepts.
Annex 1 Extra Charges Schedule
(1) If due to an agreement with the Customer or due to reasons which lie outside of the sphere of risk of Saloodo!, the Subcontractor waits beyond the time for loading and/or unloading as regulated below the Customer is obliged to pay an amount of € 25,00 per any half hour begun of extra waiting time (demur-rage).
The time for loading and unloading – irrespective of the number of shipments per loading or unloading location – shall be for goods of any kind loaded on pallets a. up to ten Euro-pallet storing positions: maximum 30 minutes, b. up to twenty Euro-pallet storing positions: maximum 60 minutes, c. more than twenty Euro-pallet storing positions: maximum 90 minutes.
In all other cases, for goods (excluding bulk goods) with a handling weight a. up to three tons: maxi-mum 30 minutes, b. up to seven tons: maximum 60 minutes, c. more than seven tons: maximum 120 minutes.
(2) If the Customer cancels the Freight Contract not based on reasons within the sphere of risks of Sa-loodo! less than 24 hours before the agreed pick up time the Customer is obliged to pay 50% of the agreed freight if the cancellation is declared not later than 12 hours before the agreed pick up time and 70% of the agreed freight if the cancellation is declared later than 12 hours before the agreed pick up time; and 100% of the agreed freight if the cancellation is declared after the Subcontractor has arrived at pick up location. Additionally the Customer has to pay a fine of € 25, — per instance.
(3) If any data provided by the Customer and used by Saloodo! to calculate the invoiced amount is wrong the Customer is obliged to pay a fine of € 25, — per instance. Any further rights of Saloodo! remain un-affected.
Annex 2 Permitted goods, banned goods, duty to inform
(1) Permitted goods
– Weight min./max.: 31,5 kg/24.000 kg
– Secure and clearly marked packaging is necessary (Fit for purpose of transportation and handling, safe from unauthorized access (no undetected access to goods must be possible), pallets must be stacked flush on top of each other)
– The goods must be able to be moved by one person safely and without damage
(2) Banned goods
– Weapons and ammunition
– Human & Animals (alive/dead)
– Waste materials acc to. §3 Number 1 Closed Substance Cycle Waste Management Act („Directive 2008/98/EC“) (Abfälle gem. Art. 3 Nr. 1 Richtlinie 2008/98/EG)
– Blood/Blood plasma
– Tobacco goods
– Removal goods, documents
– Money, Securities, personal effects
– Check cards, credit cards, telephone/SIM cards
– Gold, precious metals, precious stones
– Furs, ivory (“protection of endangered species”)
– Pictures, works of art, antiques
– Control cabinets (with or without electronics)
– Motor vehicles on their own axles
– Perishable goods
– Temperature-controlled goods
– Dangerous goods:
Class 1 Explosive substances and articles. Exceptions are only possible for classes 1.4S and 1.4G. These require approval by DHL Freight in text form before start of the business.
Class 2.3 Toxic gases, except for transports solely with-in the Federal Republic of Germany
Class 4.1 Flammable solids, self-reactive substances and solid desensitized explosives with the following UN-No.: UN-No. 3231 to 3240, UN 3533, UN 3534, UN 3364, UN 3365, UN 3367 und UN 3368
Class 5.2 Organic peroxides, insofar as the substances are subject to temperature control (Classifi-cation P2).
Class 6.1 (VPI) Toxic substances which are assigned to the packing group 1 (very toxic). Exceptions are possible for direct transportation with the approval of DHL Freight in text form before start of the business.
Class 6.2 Infectious substances.
Class 7 Radioactive material in general. For transport solely within the Federal Republic of Germa-ny with the exception of UN-No. 2908 to UN-No 2911 (excepted packages).
Class 9 Miscellaneous dangerous substances and articles with UN-No. 2212, 2590, 2315, 3151 and 3152 (highly carcinogenic substances).
– Entertainment electronics, mobile communications devices
– Computers; hardware and software
– Photographic, digital, and measuring technology
– Control cabinets (without electronics)
– Luxury goods (perfume, clothes, watches, etc.)
– Plants, furniture of all kinds, carpets
– Goods with a strong smell
– Prototypes, special constructions
– Spirits (=alcohol stronger than15%by volume.)
– Pharmaceutical products
– Temperature critical goods(frost/heat)
– Unpacked goods (for example: machines, engines, etc.)
– Illegal goods
– Dutiable goods
– Cash on delivery goods
– Public holiday deliveries
– Shipments that require advice note
– Seaport shipments
– Island pickup and deliveries
– Other high-risk goods
In case of valuable or theft-sensitive goods, the Customer must inform Saloodo! in the request for a specif-ic load regarding the type and value of the goods and the current risks involved to enable Saloodo! to as-sess whether or not to provide a price and take appropriate measures for the safe and damage-free com-pletion of the transport. Valuable goods are classified as those that, at the time and place of taking over, have an actual value of at least 50 Euro/kg or 10,000 Euro/per packed item or per shipment. Without such notice and an approval of Saloodo! in text form goods with a total value of over €250.000/shipment or €10.000/packed item are excluded.
Annex 3 ADSp 2017