GTC for companies

 

General Terms and Conditions ("GTC") for companies using the services by AutoScout24 GmbH accessible via the website www.autoscout24.de ("Dealer GTC")

1. Scope, changes of the GTC

1.1. For the use of services which you can use as a dealer ("User") on the website www.autoscout24.de, the following General Terms and Condi-tions shall apply exclusively, as well as the provisions of the service pack-age which you selected; furthermore the Kodex für den Fahrzeughandel im Internet as well as the Requirements on the Layout of Advertisements, as well as our Information on Data Pro-tection. The Consumer GTC shall be applicable for private advertisers. The services regulated under this GTC are provided by AutoScout24 GmbH ("AutoScout24"), Dingolfinger Str. 1 -15, 81673 München, rep-resented by its general management.

1.2. Any special agreements and side arrangements provided prior to contract conclusion shall only become contents of the contract if AutoScout24 con-firms them expressly in writing. Any subsequent changes shall also re-quire the written form for their validity. Oral side arrangements were not made. Conflicting GTC by the User shall be herewith explicitly opposed and excluded.

1.3. AutoScout24 shall reserve the right to change these GTC if the changes are reasonable for the User taking the interests of AutoScout24 into ac-count. This shall be particularly the case if the changes are without any economical disadvantages for the User, e.g. in case of changes in the reg-istration process or adjustment of the GTC taking into account any changes or new services or functionalities.

1.4. AutoScout24 shall advise the User via e-mail of any changes of the GTC and indicate that the changes are considered accepted unless the User opposes them within 4 weeks.

2. Subject of the services, changes

2.1. AutoScout24 maintains an Internet platform on which automotiveadvertisements can be inserted and managed by the User against payment. The subject of the services shall be provided in the pos-sibility of inserting automotive advertisements into the database and to make them accessible to third parties via the Internet. Any other scope of services agreed upon with the User shall depend on the service package selected by the User.

2.2. Any use of the services and the database by the User shall only be al-lowed to the extent defined by these GTC (especially Clause 3) and pos-sibly in the service package, as well as under the conditions here de-scribed.

2.3. AutoScout24 shall reserve the right to modify at any time even the payable services or parts thereof, or to stop them or replace them for other services as far as this is reasonable for the User. There shall be not entitlement to the maintenance of specific services or parts thereof (espe-cially individual functionalities). In particular, this shall apply for services which are not explicitly named in the performance description of the se-lected service package or which are offered without additional compensa-tion after contract conclusion by AutoScout24.

3. Use rights

3.1. Through the transmission of advertising data, the User shall grant AutoScout24 and its affiliated companies the following non-exclusive, as-signable rights not limited in time and space, in the transmitted contents (including the right to grant sublicenses):

  • Archiving and database right, i.e. the right to archive the contents in any form and in particular to record them even in digitalized form, in-sert them into databases and store them on all known storage medi-ums and on any possible data carriers, and connect them with other works or parts of works;
  • Right of duplication and dissemination, i.e. the right to randomly store the contents, duplicate them and make them accessible or disseminate them in electronic or other media (e.g. Internet, newspapers, maga-zines) partially or entirely;
  • Editing right, i.e. the right to edit the contents in any manner; in par-ticular, change them, shorten them, supplement them, and connect them with other contents.

In particular, AutoScout24 shall be entitled to have the aforementioned activities performed by third parties.

3.2. All contents (e.g. texts, advertisements) or characteristics (trademarks, company names, logos) which are made accessible on the Internet sites of AutoScout24 shall enjoy possibly protection under copyright, trade-mark and, as the case may be, unfair competition laws. Within the scope of the contract, AutoScout24 grants to the User a non-exclusive, non-assignable right, limited in time to the duration of the contract, without the right to sublicensing, to use the contents made accessible within the scope of the customary use according to the contract – as defined by the purpose of the contract and the service package. Any use in excess thereof shall constitute misuse and shall be subject of claims by AutoScout24 according to civil law and possibly even according to criminal law. Misuse shall be considered in particular

  • automated search of the database by means of software; or
  • copying the contents of the database (individually or in their entirety) and making accessible on other Internet sites or in other media, unless it would concern at the same time the User's contents.

3.3. As far as the User was provided by AutoScout24 with software programs for the performance of the contract, User shall obtain a non-exclusive, non-assignable right limited in time to the duration of the contract, with-out the right of sublicensing, to use the software on a single hardware unit utilized by the User. User shall be obligated to return to AutoScout24 the software programs plus any possible backup copies upon the end of the contract or to confirm, in writing, their deletion to AutoScout24.

3.4. For any case of actions by User that breach the rights indicated in Clause 3.2 and 3.3, the User shall be obligated to pay to AutoScout24 a contract penalty in the amount of € 5,000.00. AutoScout24 shall reserve the right to claim further damages.

4. Contract conclusion, registration

4.1. User shall register in order to use the services. Registration shall only be allowed for legal entities and for natural persons with full legal capacities. The person doing the registration for a legal entity shall be authorized to
conclude corresponding contracts.

4.2. User shall be obligated to truthful and complete statement of the data queried during registration. Within the scope of the registration and the ongoing contract relationship, AutoScout24 shall be entitled to demand the submission of an excerpt of the commercial register and/or the trade register and other documents and information which are deemed mandatory or expedient for the contract conclusion or for maintaining the contract relationship.

4.3. Upon sending the registration data to AutoScout24, AutoScout24 will be submitted an offer for the conclusion of a contract.

4.4. AutoScout24 shall decide according to its free discretion on the acceptance of the offer. If AutoScout24 does not confirm the registration within a reasonable period by e-mail to the e-mail address indicated by the User, User shall no longer be bound to the offer. Upon confirmation of the offer by AutoScout24, a contract shall come about between the User and AutoScout24.

4.5. The provisions of § 312g, para. 1 sentence 1 No. 1-3 and sentence 2 BGB (Civil Code) are not applicable in the context of a conclusion of an ecommerce contract between companies.

4.6. Per User (i.e. legal entity), only one registration shall be allowed.If a User has several branches, each branch shall be registered as a separate user. The registration at AutoScout24 shall not be assignable. Every user shall receive a password.

4.7. User shall be obligated to advise AutoScout24 immediately of any changes of its data.

4.8. User shall be obligated not to disclose the password, not even upon inquiry. AutoScout24 herewith points out that AutoScout24 employees shall not be authorized to ask the User for its password. If you have forgotten your password, you can request – via the function "password forgotten" – that a new password will be sent to your indicated e-mail address.

4.9. User shall be liable for damages which are incurred due to third parties having gained knowledge of its password due to its negligent or intentional conduct. AutoScout24 shall be immediately informed by e-mail if User's password should have been stolen or if User obtains knowledge that its password is unlawfully used.

4.10. AutoScout24 will save the following User data if a potential buyer uses the contact form to contact the User: e-mail address of the potential buyer, CustomerID of the User and the AdID. The potential buyer will be able to rate the Users they contacted via the contact form on the website.

5. Prices

5.1. The basic price for the services by AutoScout24 shall depend on the contractually agreed upon service package. If the User takes advantage of more services than have been contractually stipulated with the service package, AutoScout24 shall retroactively bill him in accordance with the applicable prices.

5.2. Price adjustments during the contract term shall be made known to the User 4 weeks prior to their becoming effective. In this case, User shall have the right to extraordinary termination of the contract effective for the date of the price increase becoming effective. If User continues to take advantage of the services of AutoScout24 after the price change has become effective, this shall present a declaration of consent with the price change.

6. Payment, due date, default

6.1. Unless otherwise agreed upon in the individual case, AutoScout24 shall bill its services monthly. The amount of the invoice shall be exclusively collected by direct debiting. AutoScout24 shall prepare an invoice.
AutoScout24 will charge the amount of the invoice not before the second day after the receiving of the invoice (= pre-notification) from the agreed account (= due date).

6.2. All amounts shall be principally due upon receipt of the invoice. User shall be in default if the amount of the invoice is not paid within 14 days. If User is in default, AutoScout24 shall be entitled to demand late interest in the amount of 10% p.a. above the basic interest rate. User shall be at liberty to prove that AutoScout24 has incurred lesser damage. Also unaffected shall be the right of AutoScout24 to demand the statutory default interest or to prove to the User that greater damage was incurred.

7. Term of the contract, notice of termination

7.1. The contract shall be concluded, depending on the case, for an indefinite term or for a minimum term. Contracts with an indefinite term can be terminated mutually ordinarily with a period of 1 month to the end of the month. Contracts with a minimum term can be terminated mutually by with a period of 1 month to the end of the last month of the minimum term. Otherwise, the contract shall be exist for an indefinite term, which can be terminated ordinarily with a period of 1 month to the end of a month.

7.2. The right of extraordinary termination shall remain unaffected. AutoScout24 shall have the right of extraordinary termination especially

a. the User breaches material provisions of these GTC or if User does not meet the main performance obligations under the contract and does not remedy – within a period of 10 workdays – this breach of obligation de-spite a written reminder.
The "material provisions" of these GTC in the above mentioned meaning shall include especially

  • Clause 3 (the obligation to use the offer of AutoScout24 only in the al-lowed scope);
  • Clause 4.2 (the obligation of providing truthful information);
  • Clause 4.8 (the prohibition of making the allocated password accessible to third parties);
  • Clause 12 (the obligation of complying with the Requirements on the Layout of Advertisements and not inserting any illegal or unlawful con-tents);

b. if the User is in default of payment for more than 30 days or if User unjustifiably opposes debit notes;

c. if the User becomes insolvent (thus, e.g. no longer meets salary claims or supplier receivables), or if User is in excessive debt;

d. if bankruptcy proceedings, settlement proceedings or similar proceedings have been instituted over the assets of the User, or if the institution of such proceedings has been applied for and if the application is not reme-died by revocation within a period of 5 days.

Notices of termination must be in writing.

8. Blocking contents or the access; other sanctions

8.1. Acceptance of the User's contents into the Internet offer shall be at the discretion of AutoScout24. AutoScout24 shall reject the insertion of User contents or, respectively, remove inserted contents especially if they are

  • not in compliance with the Kodex für den Fahrzeughandel im Internet; or
  • not in compliance with the Requirements on the Layout of Advertise-ments of AutoScout24; or
  • illegal in the opinion of AutoScout24.

8.2. If a content inserted by the User is complained about by a third party, AutoScout24 shall be entitled – to avoid own legal disadvantages – to remove these contents immediately and without being under any obliga-tion to check the merits of this complaint.

8.3. AutoScout24 shall be entitled to immediately block access of the User if

  • the User has repeatedly breached the Kodex für den Fahrzeughandel im Internet or the Requirements on the Layout of Advertisements of AutoScout24, or if illegal contents were insert-ed;
  • the User is in default of payment, has cancelled its authorization for di-rect debiting, or has unjustifiably objected to a debit note;
  • there is the well-reasoned suspicion that a third party is (co-)using the access of the User;
  • there is any other case of misuse of the database or any exceeding of the use rights set forth in Article 3 above.

8.4. In all cases, the User shall be advised in good time before the blocking (written warning). AutoScout24 shall be entitled to demand a fee in the amount of € 75.00 for the renewed clearing.

8.5. If, despite a written warning, the User again culpably breaches the provi-sions of this Clause 8, AutoScout24 shall take measures to permanently exclude the User from the offer. In this case, AutoScout24 shall be fur-thermore entitled to demand a contract penalty of € 500.00 per started week in which the breach or the misuse continues to exist. Similarly, in case of breaches against the presentation of an advertisement (e.g. ad-vertisement from a professional dealer presented as inserted by a private advertiser), AutoScout24 shall claim a contract penalty in the amount of € 500.00 per vehicle presented in this manner.

9. Responsibility for contents, release

9.1. User shall be exclusively responsible for the legality or the correctness of the contents inserted by the User. AutoScout24 shall be merely a tech-nical service provider and as such will be neither active as a mediator or representative of the User, nor otherwise on the User’s instruction. Ac-cording to § 7 TMG (Telemediengesetz), AutoScout24 shall not be obli-gated to monitor the information transmitted or stored by it, or search for circumstances which indicate any illegal activity.

9.2. User shall release AutoScout24 from any claims which third parties may lodge against AutoScout24 due to the infringement of their rights because of its advertisement or due to the User otherwise using the website of AutoScout24. In this case, User shall also accept the costs of the neces-sary legal defense by AutoScout24, including all court costs and fees for legal counsel. This shall not apply if and insofar as the User is not respon-sible for the violation of laws.

10. Warranty

10.1. AutoScout24 shall ensure the availability of the data base of over 90% relative to the year. Availability in this sense shall mean that contents can be inserted in the data base and data can be retrieved from it.

10.2. Not included in the availability shall be the times required for the mainte-nance of the system and interruptions for offline backups – each in a rea-sonable scope – as well as interruptions due to force major or due to other causes which could not be averted by AutoScout24. This shall in-clude e.g. emergency measures to prevent any virus spreading. If possi-ble, AutoScout24 shall announce these times in advance on the website.

10.3. With regard to the insertion of image files, AutoScout24 shall not be liable for the quality of the rendition; in particular, not for color deviations.

11. Liability of AutoScout24

11.1. AutoScout24 shall be liable within the scope of this contract basically on the ground of damages of the User (1) which AutoScout24 or its legal representatives or vicarious agents brought about intentionally or in gross negligence; (2) which have come about by the breach of an obligation by AutoScout24 which is of essential importance for reaching the purpose of the contract (essential obligations); (3) if these claims result from the Produkthaftungsgesetz (Law on Product Liability); (4) if in the scope of these General conditions or the provisions specific to a service package, AutoScout24 has either granted a specific warranty with regard to the provided services or willfully made misrepresentations to the User and/or (5) due to the injury of life, limb or health which results from a breach of obligation of AutoScout24 or of one of its legal representatives or vicari-ous agents.

11.2. AutoScout24 shall be liable in the full amount for damages which were caused intentionally or in gross negligence, or in case of injury to life, limb or health. Otherwise, the damage claim shall be limited to the foreseeable contract-typical damage. In case of default in the performance of a ser-vice, the parties expressly agree that the amount of this damage shall not exceed 5% of the concerned service. Liability according to the Produkthaftungsgesetz shall remain unaffected.

11.3. AutoScout24 shall be liable for data losses of the User if the User had ensured – by making backups or in other ways – that the data can be re-stored with reasonable expenditures. The liability by AutoScout24 shall be limited to the typical expenditure for restoring data. Clause 11.2 shall re-main unaffected thereby.

11.4. As far as AutoScout24 is liable, according to Clause 11.2, only in the amount of the typically foreseeable damage, AutoScout24`s aggregate liability under this contract shall be additionally limited, for all damages, to a maximum of € 10,000.00 or, respectively – in case of purely property damage – to an amount of € 5,000.00 at maximum.

11.5. As far as AutoScout24 is liable, according to Clause 11.2, only in the amount of the typically foreseeable damage, AutoScout24 shall not be li-able for indirect damages, subsequent defect damages or for lost profits.

11.6. In other cases than those indicated in 11.1 to 11.3, liability of AutoScout24 shall be excluded – irrespective of the legal reason.

11.7. As far as the liability of AutoScout24 is excluded, this shall also apply for the personal liability of the employees, workers, collaborators, repre-sentatives and vicarious agents of AutoScout24.

12. Liability of the User

12.1. In the layout/design of the inserted contents, User shall be obligated to comply with the Requirements on the Layout of Advertisements, and to take care that the contents do not breach legal provisions (especially those of copyright, trademark as well as unfair competition). User shall be obligated in particular not to make accessible any contents which are rel-evant under criminal law (e.g. defamatory, slanderous, racist or porno-graphic contents), or any contents which are disparaging of another's credit standing.

12.2. User shall be obligated to release AutoScout24, upon first request, from any recourse by third parties which results from the breach of the obliga-tion indicated in Clause 12.1, and to reimburse AutoScout24 for all further damages possibly resulting from the breach, in particular all reasonable costs of legal defense.

13. Offsetting rights, right of retention

13.1. The User has no right of retention if based on claims resulting from other transactions with AutoScout24.

13.2. The User can only off-set with claims that are not disputed or have been recognized by judgement.

14. Final provisions

14.1. Munich shall be the exclusive legal venue and place of performance. The contract between the User and AutoScout24 shall be subject to the laws of the Federal Republic of Germany, with the exclusion of United Nations Convention on the International Sale of Goods (CISG).

14.2. The German version shall prevail of the English translation.

14.3. Any amendments or supplements of the contract, including this clause, shall require the written form for their validity. The written form within the meaning of this regulation shall principally mean the legal form according to § 126, para. 1 and 2 BGB (Civil Code). The requirement of written form shall also be observed by a fax.

14.4. With a notification period of 4 weeks, AutoScout24 shall be entitled to assign, wholly or in parts, its rights and obligations under this contract re-lationship to a third party. In this case, the User shall be entitled to termi-nate the contract with immediate effect after notification of the contract takeover.

Status: May 1st, 2013

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