Press information

(Valid for new customers with immediate effect; valid for existing customers from 15th of September 2017)

Date: September 2017

In case of differences between the German and English version or in other cases of doubt, the German version shall be binding.

Section 1 Field of Application

These terms and conditions apply to all services provided by shipcloud GmbH via its platform, shipcloud.io, independently or with the involvement of third parties.

Section 2 General

A "customer" within the meaning of these General Terms and Conditions of Business is any entrepreneur or company or institution making use of the services provided by shipcloud GmbH. Thereby, the service provided by shipcloud GmbH is not directed at private consumers. "Receiver" or "recipient" within the meaning of these General Terms and Conditions of Business is any natural or legal person designated by a customer as the beneficiary. "Shipment(s)" or "consignment(s)" within the meaning of these General Terms and Conditions of Business are the goods to be conveyed. To companies within the meaning of Section 14 of the German Civil Code (BGB), the provisions of the German Commercial Code (HGB), these General Terms and Conditions of Business, and the German Freight Forwarders' Standard Terms and Conditions (ADSp) shall apply in their latest version.

Section 3 Scope of Service

(1) shipcloud GmbH provides a platform via shipcloud.io, which can be integrated into existing systems. This platform allows, among other things, for the automated creation of shipping labels for the respective subcarriers. The connection of a customers' system to the platform is not part of the scope of service. The service of shipcloud GmbH is limited to the unchanged forwarding of the data provided by the customers to the respective carrier as sub-contractor, as well as the unaltered forwarding of the data received by the carrier as subcontractor for the customer to the customer. shipcloud GmbH is not responsible for the validity and integrity of the data to be transmitted.

(2) shipcloud GmbH also organizes logistics services as freight forwarder. shipcloud GmbH makes use of well-established and internationally operating transport carriers as subcarriers. shipcloud GmbH will commission the subcontractor designated by the customer to carry out the shipment of the consignment. The subcontractor is free to commission subcontractors. shipcloud GmbH and its subcarriers are free in choice of transport routes and means of transport. The observance of certain delivery times is usually not owed. Instructions given by the customer after delivery of a consignment are not binding. Sections 418 para. 1-5 and 419 of the German Commercial Code HGB do not apply.

(3) Delivery shall be made to the recipient designated by the customer in person. Shipments to consignees in communal/joint facilities/institution may be consigned to a person authorized by the management of the facility/institution to receive shipments. The customer agrees that the consignment may also be delivered to persons from whom it may be assumed that they are entitled to accept the shipment. This in particular includes members of the beneficiary or his/her spouse, employees of the household, roommates and neighbors of the recipient. After an unsuccessful delivery attempt, shipcloud GmbH shall also have the right to deposit the shipment in a shop/agency/service point of one of its carriers and to notify the recipient about the deposit. The shipment shall then be regarded as having been delivered. shipcloud GmbH is entitled to use electronic means to confirm receipt. If the consignment cannot be delivered in the manner described above, a maximum of 2 further delivery attempts will be carried out to effect delivery. This applies to both domestic and international shipments. Thereafter, the consignment is considered undeliverable. Consignments are also regarded as undeliverable if an incorrect recipient is indicated and for consignments whose acceptance is refused. shipcloud GmbH will return undeliverable consignments to customers in Germany. If an undeliverable consignment cannot be returned to the customer, shipcloud GmbH shall be entitled to open it. If the customer or any other authorized person cannot be determined or a delivery or return of the consignment is not possible or unreasonable for other reasons, shipcloud GmbH may use, destroy or sell the consignment according to the legal regulations.

Section 4 Conclusion of Contract

(1) The object of the contract is the provision of the platform of shipcloud GmbH for the customer in accordance with this contract and, if applicable, the provision of freight-handling logistics services (shipping contract relationship, see para. (3) and (4)). The platform provided by shipcloud GmbH has the functions described in the online documentation. The data is transferred to shipcloud GmbH by the customer via the interface function or by use of the provided web form.

(2) The use of the platform of shipcloud GmbH requires a registration. Each customer is obligated to communicate the data requested at the time of registration correctly and completely. He will receive the access code and password after the registration. Access code and password must be protected against unauthorized access by third parties.

(3) A shipping contract relationship between shipcloud GmbH and the customer shall be established if the customer makes use of shipcloud's freight-handling logistics services. It shall be concluded exclusively with the binding acceptance of the offer by the customer for conclusion of contract by written or electronic declaration by shipcloud GmbH. shipcloud GmbH is free to refuse an offer at any time without giving reasons.

(4) shipcloud GmbH does not, under any circumstances, conclude shipping contracts for goods excluded from shipment (section 11). If shipcloud GmbH is aware of the transportation of goods excluded from shipment, it is entitled to refuse onward shipment and / or to demand an appropriate premium from the customer. shipcloud GmbH rejects the transport of shipments to recipients who are conducted in sanctioning and/or embargo lists or are subject to a non-cooperation clause. shipcloud GmbH is entitled to demand information about the content of the consignment by the customer, even after the consignment has been taken over by a third party commissioned. If the customer refuses to provide the information or if the information cannot be obtained in time, shipcloud GmbH shall be free to examine the content of the consignment with regard to the exclusions of shipment referred to in section 11, or to have it checked by third parties.

Section 5 Contract Duration

(1) The contractual period shall be one month and shall be automatically extended by one month, unless the contract is terminated by one of the contracting parties.

(2) The contractual relationship may be terminated by both contracting parties on a monthly basis at the end of the contractual period.

(3) This shall not affect the right of termination for important reasons. In particular, shipcloud GmbH shall be entitled for termination for important reasons in the case of unauthorized interferences to the platform of shipcloud GmbH, if the customer violates the conditions set out in section 6 or if the provisions of section 10 are affected.

Section 6 Right of Use

(1) The customer and the users set up by him shall receive the non-exclusive right to access the software functions via the Internet, limited to the period of use or the duration of the contract. The customer and the users who are set up by him do not receive any additional rights.

(2) The customer is not entitled to use the software beyond the permitted use according to this contract or to make use of it by third parties or make it accessible to third parties. In particular, the client is not permitted to reproduce or sell the software or parts thereof.

(3) The customer shall also pay the prices incurred by the users who have been set up by him and are therefore authorized to act on his behalf. The same applies in the case of unauthorized use by other third parties, if and to the extent that the customer is responsible for such use.

(4) On request, the customer shall provide shipcloud GmbH with all information necessary for the enforcement of claims against third parties, in particular provide shipcloud GmbH with name and address, as well as the nature and extent of its claims against third parties arising from the unauthorized program transfer.

Section 7 Updates

The shipcloud GmbH may, at any time, make changes to the platform of shipcloud GmbH (updates and/or new versions), even without the consent of the customer. shipcloud GmbH undertakes to make these changes in such a way that the contractually guaranteed services are not affected to an unreasonable extent.

Section 8 Prices/Fees

(1) The prices and fees (usage fees/charges plus statutory VAT) shown on the platform of shipcloud GmbH apply. In addition, the price lists of the selected carriers apply. The customer is obliged to pay the contractually agreed fee/price for each service. shipcloud GmbH reserves the right to make changes without prior notice, whereas fees/prices that are already contractually agreed remain unaffected by these changes.

(2) shipcloud GmbH shall be entitled for subsequent billing if the information on a given order is incorrect in the case of verification by the selected carrier, addresses are incorrect, maximum package dimensions are exceeded, and/or shipments are insufficiently packaged. In the case of subsequent charges, a service fee/premium shall be charged according to the price list on the shipcloud GmbH website.

(3) The customer declares his willingness to bear the costs for the handling of returns.

Section 9 Billing

(1) Insofar as no individual payment terms have been agreed, settlement of any fees/charges for the use of the platform shall be made monthly. This also applies to freight-handling logistics services, whereas shipcloud GmbH reserves the right for (interim) billing of freight-handling logistics services without being bound to fixed billing cycles.

(2) Usually, the customer can make the payment by PayPal or by credit card (single payment methods may not be available for some customers/countries). A payment on account or by means of the electronic direct debit authorization requires the explicit approval by shipcloud GmbH. If a submitted direct debit authorization is returned for reasons for which the customer is responsible, shipcloud GmbH can reclaim the costs resulting from the customer. The same applies to payments by PayPal or by credit card.

(3) The customer shall examine each invoice for its correctness and collect any possible objections within 4 weeks of the invoice. After the expiry of the deadline, objections are excluded.

(4) The customer agrees that shipcloud GmbH transmits invoices electronically. The invoices are sent as an attachment to the deposited e-mail address of the customer.

Section 10 Delay in Payment

(1) In the event of a delay in payment, shipcloud GmbH shall be entitled to decommission the services at the expense of the customer. This shall not affect the obligation to pay the usage fees/charges for the platform.

(2) If the customer is in default with the payment

of the usage fees/charges or a considerable part of the usage fees/charges for two consecutive months;
of the usage fees/charges in the amount of the monthly basic price for two months in a period of more than two months; the shipcloud GmbH may terminate the contractual relationship without observing a deadline.

(3) shipcloud GmbH reserves the right to enforce further claims for payment delays.

Section 11 Exclusions of Shipment / Terms of Transport

(1) The following goods are excluded from shipment:

Goods of particular/considerable value, in particular precious metals, genuine jewelry, precious stones/jewels, real pearls, antiques, art objects or other precious objects; in addition, the terms of transport of the carrier selected by the customer are applicable;
Money, coins, certificates, documents, securities and other monetary goods (e.g. credit, check, and calling cards); in addition, the terms of transport of the carrier selected by the customer are applicable;
Inadequately packaged consignments;
All goods with a value higher than EUR 5,000.00 per consignment;
Consignments whose content, transport or external design contravenes legal provisions;
Guns and firearms, explosives, drugs, tobacco;
Consignments which are likely to injure persons or cause damage to property, easily perishable goods, live or dead animals, medicinal or biological specimens, medical waste, human remains, body parts or organs;
Other hazardous materials, the shipping of which is subject to regulations, insofar as this is not permitted under the "Regulations for the transport of dangerous substances and property"; unless it has been handed over after consultation and on the basis of a corresponding special agreement; Section 410 of the German Commercial Code (HGB) remains unaffected;
In the case of cross-border shipment: goods whose import or export is prohibited or subject to special permits according to the laws of the countries of origin, transit, and/or destination.

(2) The acceptance of excluded goods shall not constitute a waiver of the exclusions of shipment. shipcloud GmbH reserves the right to refuse further shipment if it becomes aware of an exclusion of shipment after acceptance of the shipment/goods. In these cases, shipcloud GmbH is entitled to utilize the goods at the expense of the customer or to destroy them in order to avoid risks. In addition to the cases regulated by law, the customer is liable for all direct or indirect damages resulting from the dispatch of excluded goods, for all consequences resulting from an illegal cross-border delivery as well as for violations of export, import or customs regulations.

Section 12 Cooperation Duties

(1) The customer shall select the required product at his own discretion. The customer must provide all information required for the transport, delivery and billing of the consignment correctly, completely and in a timely manner. Instructions from the customer shall only be binding if they are made in accordance with the respective product. As far as necessary, the customer has to affix shipping labels to the shipment that are clearly visible and have been completed accurately and in full.

(2) The customer is responsible for ensuring that shipping labels are properly applied and that there is no risk of confusion. If the customer culpably violates this duty, he has to reimburse shipcloud GmbH for any damage resulting therefrom.

(3) It is the customer's responsibility to protect his shipment against loss, damage, etc. by arranging adequate insurance. The customer shall ensure that the shipment is ready for dispatch at an easily accessible place. The quantity, weight, and dimensions of the shipment must comply with those specified when placing the order. The outer packaging should contain no indication as to the value of the goods. The consignments shall be labeled in such a way as to enable a clear identification, in particular the sender and the recipient must be clearly identifiable.

(4) The customer has to ensure that damage to/loss of the consignment is excluded during transportation and that no damage is caused to third-party consignments during transportation by means of suitable and safe packaging; In addition, access to the content must be excluded.

(5) Sections 410, 411 German Commercial Code (HGB) must be attended. If a shipment does not meet the requirements of section 12, shipcloud GmbH is entitled to refuse transportation or return the consignment to the customer, or to keep it available for return.

Section 13 Data Protection/Collection

shipcloud GmbH respects the applicable data protection laws/provisions as well as its own privacy regulations, accessible via the hyperlink on the websites of shipcloud GmbH.

Section 14 Liability

(1) shipcloud GmbH shall be liable on the basis of the same terms and conditions that the carrier selected by the customer and subcontracted by shipcloud GmbH applies to its services. The terms and conditions of liability can be viewed on the respective website of the carrier or can be obtained from shipcloud GmbH. In relation to shipcloud GmbH, the customer acknowledges the terms and conditions of the carrier as legally binding. Should these terms and conditions of liability not apply in individual cases, shipcloud GmbH shall be liable in accordance with Sections 407 et seqq. German Commercial Code (HGB) in case of national shipments; in case of cross-border shipments, shipcloud GmbH shall be liable in accordance with Section 17 et seqq. of the CMR Convention or, in case of air transport, in accordance with the provisions of the Warsaw Convention/Montreal Convention, excluding Article 25 of the Convention.

(2) With the shipment of valuables, the liability limit is raised to the declared value by the correct declaration of the value of the consignment and by payment of the surcharges levied for this purpose by shipcloud GmbH. The customer declares that the consignment does not exceed the basic liability by omitting a value declaration.

(3) shipcloud GmbH shall be liable in the event of loss or damage of shipments that comply with its terms and conditions or, in the event of any other culpable breach of duty, to the extent of typical direct damage within statutory liability limits. The customer bears the sole responsibility and the risk for all consequences resulting from an impermissible shipment of goods, in particular from the dispatch of excluded goods. In addition, the customer shall be liable for all consequences resulting from an illegal cross-border shipment of goods, in particular from violations of export, import or customs regulations.

(4) Liability of shipcloud GmbH for indirect damages and consequential costs (in particular losses, lost profits and expenses for replacements) is excluded, regardless of whether shipcloud GmbH has been advised of the risk of such damage before or after acceptance of the shipment. In addition, the statutory exclusions and limitations on liability apply (in particular Sections 425 para. 2, 427, 432 p. 2 German Commercial Code (HGB) and Articles 17 para. 4, 18 CMR Convention). shipcloud GmbH shall also not be liable for any damage resulting from the consignment inspection carried out in accordance with this contract. The customer or the recipient must notify externally identifiable damages immediately upon delivery, externally undetectable damages at the latest within three working days after delivery of the consignment, providing a detailed description of the damage. In the case of non-compliance, it is assumed that the damage was not present upon delivery. A shipment which is not delivered within 14 days after the dispatch is deemed to be lost. Claims of the customer and the recipient expire in accordance with Section 439 German Commercial Code (HGB) or, in case of cross-border shipping, pursuant to Article 32 CMR Convention. Besides, the statutory periods of limitation shall apply.

Section 15 Insurance

shipcloud GmbH recommends to insure all shipments against damage and loss. Insurance of this kind may affect the extent of liability as defined in Section 10, as the liability provisions of the insurance conditions have precedence.
Insurance coverage typically excludes the following:

Damages caused by missing or defective packaging or by deliberate handling of the damage by the customer;
Damages to consignments whose external appearance or packaging allows for conclusions to the value of the goods;
Damages to shipments containing excluded goods.

Section 16 Miscellaneous

(1) The customer cannot assign or pledge any claims against shipcloud GmbH; money claims are excluded. Offsetting is permitted only with legally binding or uncontested claims.

(2) shipcloud GmbH shall be entitled to amend the General Terms and Conditions of Business provided that there are good reasons, in particular due to new technical developments and legal changes as well as changes in supreme judicial jurisprudence, economic conditions, market conditions or other equivalent reasons. The amended General Terms and Conditions of Business will be sent to the customer via e-mail no later than one month before they shall become valid. If the customer does not object to their validity within two weeks after receipt of the e-mail, the amended General Terms and Conditions of Business shall be deemed accepted. shipcloud GmbH will advert the customer on the two-week period within the e-mail. The amended General Terms and Conditions of Business are also published on the websites of shipcloud GmbH.

(3) Jurisdiction is Hamburg, Germany.

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