General Terms

General Terms and Conditions of modility GmbH

1. General information

Modility GmbH (hereinafter referred to as the “Platform Operator”), operates a digital B2B online platform (hereinafter referred to as the “booking platform”) for brokerage, booking and handling combined and intermodal transport chains (hereinafter referred to as “transport services”) between the respective agents on the offer and demand sides (hereinafter referred to as “transport market participants”). The booking platform “digitalises” offers of intermodal operators and makes them bookable. The booking platform’s offer is directed exclusively towards entrepreneurs as defined in Section 14 of the German Civil Code (BGB).

The Platform Operator provides access and usage of the booking platform for transport market participants based on these General Terms and Conditions of Business. These General Terms and Conditions regulate the relationship between the Platform Operator and transport market participants. These General Terms and Conditions do not affect the legal relationship between the respective transport market participants, which may have been brokered via the booking platform. The legal relationship is based on the agreements concluded between transport market participants.

2. Registration

The transport market participant accepts these Terms and Conditions when they register on the booking platform.
The Platform Operator will check the details required for registration after they have been entered. The registration process is successfully completed once the transport market participant has been notified that their user account (“account”) has been activated. The transport market participant thus becomes the account owner; their employees (hereinafter referred to as “users”) receive personalised, non-transferable access to the booking platform. The transport market participant is not entitled to registration.
Once registration is successfully completed, a contract, which incorporates these Terms and Conditions, comes into effect between the Platform Operator and the transport market participant. The object of this contract is usage of the booking platform (“contract of use”). The purpose of this contract of use is to broker transport services between transport market participants (“purpose of the contract”).
Subject to compliance with these General Terms and Conditions and payment of any applicable fees, the Platform Operator grants the transport market participant a simple, non-transferable, and non-sublicensable licence, restricted to the purpose of the contract, for registered users to access and use the booking platform.
The contract of use includes the Platform Operator’s price list for brokerage services valid at the time of a transport brokerage transaction. This list can be found on the booking platform. The Platform Operator will receive from the transport market participant the basic payment each indicated in the price list for the type and extent of use to gain access to the booking platform. It will also receive the transaction fee for individual bookings. The transaction fee is due as soon as a transport service is booked on the booking platform

Invoices must be paid within 14 days of the invoice being received at the latest. The user may only offset payments against undisputed or legally recognised claims.

3. The Platform Operator’s services

The booking platform is a fee-based platform that the Platform Operator provides to registered transport market participants. The booking platform offers participants the opportunity, within the scope of the purpose of the contract, to provide content or transport offers on the booking platform themselves and make these available to other registered transport market participants.
The booking platform provides information which allows transport market participants on both the offer and demand side to get in contact with one another independently. The Platform Operator’s service is limited to a purely technical brokerage activity, which consists of operating the booking platform. Agreement on a specific transport order is reached between the transport market participants themselves only. The Platform Operator is neither a contractual partner nor a representative of a transport market participant within this agreement and therefore accepts no responsibility for such contractual relationships.

4. Binding nature of published offers

It is up to the transport market participants themselves whether and to what extent they publish binding offers or mere invitations to submit offers (what is known as invitatio ad offerendum) on the booking platform. The Platform Operator accepts no responsibility for the binding nature of publications on the booking platform.

5. The transport market participant’s obligations

The transport market participant undertakes to keep the details that they give on registration and when using the booking platform up to date at all times. This applies to contact details in particular.
Each transport market participant is obligated to provide correct details when placing offers. Sham offers are not permitted. Offers which are no longer current must be removed without delay.
The transport market participant is obliged to ensure that users keep passwords selected during registration within the framework of the security regulations secret and not to grant anyone access to the booking platform via their access data.
The information published on the booking platform may only be used within the scope of the purpose of the contract.
Applicable law must be observed when using the booking platform. In particular, this includes the prohibition of publishing defamatory, racist or pornographic contents or contents which glorify violence or which are harmful to minors. The booking platform must not be used for unlawful purposes.
Users must refrain from any activities which disable or aim to disable the booking platform or which make it difficult to use.
Each transport market participant must ensure that the contents and materials that they use are not subject to third-party rights and do not infringe third-party rights. They will indemnify the Platform Operator against any claims from third parties arising from the contents and materials that they publish or due to user behaviour towards the Platform Operator, including any reasonable legal defence costs incurred due to such actions.
The transport market participant is obliged to ensure that registered users of their account comply with the provisions in these Terms and Conditions and is liable for their conduct as for his own conduct.

6. Data privacy/Google’s conditions of use

The Platform Operator only collects, stores and processes personal data, such as users’ names and contact information, if it is needed to provide services according to the contract and if statutory regulations allow it or this is prescribed by law. The Platform Operator erases this data when such requirements no longer apply. The Platform Operator treats personal data in accordance with the provisions in the applicable data privacy legislation. Personal data is treated as confidential and saved on the Platform Operator’s servers only and are not forwarded to third parties without the user’s explicit consent at any time. Further information on data protection and the purpose, type and scope of the collection, processing and use of personal data can be found in the Platform Operator’s privacy policy (https://www.modility.com/generalterms?id=mobilityDataProtection&lang=DE or https://www.modility.com/generalterms?id=mobilityDataProtection&lang=EN).
The booking platform uses the Google Maps service via an application programming interface (API). The provider is Google Inc. The IP address of the respective transport market participant needs to be stored to make use of Google Maps functions. This information is usually transferred to a Google server in the USA and stored there. The Platform Operator has no control over this data transmission. The current “Google Maps/Google Earth Additional Terms of Service”, including the Google data privacy policy, apply to the transport market participant for the use of Google Maps. These terms can be found at https://maps.google.com/help/terms_maps/ and at https://www.google.com/policies/privacy/. If the transport market participant breaches the aforementioned Google Terms of Service, this entitles the Platform Operator to terminate the contract of use on extraordinary grounds with immediate effect and/or suspend the provision of services.

7. Email messages and newsletters

The booking platform sends messages to users for some of its functions. Users should ensure that the contact details or email address that they provide are correct and can be reached so that they can use these functions.
From time to time, the Platform Operator will provide users with news updates about the booking platform – in the form of a newsletter, for example. If the user is not interested in receiving this information, they can unsubscribe at any time.

8. Contract period and cancellation of the contract of use

The contract of use between the Platform Operator and the transport market participant concluded on registration is agreed for an indefinite period of time. Both the transport market participant and the Platform Operator are entitled to terminate the contract of use at any time on giving two weeks’ notice.
The Platform Operator is also entitled to terminate the contract of use with immediate effect and/or block access to the booking platform or individual contents permanently or temporarily, completely or in part, if the transport market participant or its publications on the booking platform violate current law or material provisions in these General Terms and Conditions. This particularly includes any use of the booking platform beyond the agreed purpose of the contract. In appropriate cases, the Platform Operator shall issue a warning to the transport market participant before terminating the contract of use.

9. Guarantee/liability

The Platform Operator offers no guarantees that the booking platform will function properly at all times or that it can be used or reached without interruption, because from a technical viewpoint server breakdowns or fluctuations in the quality of access to the booking platform cannot be ruled out.
Irrespective of the legal basis, the Platform Operator shall only be liable for damages due to loss of life, bodily injury or injury to health caused by culpable conduct or for other damages caused by a deliberate or grossly negligent breach of duty on the part of the Platform Operator, its legal representatives, executives or other vicarious agents, or if the duty breached is essential for achieving the purpose of the contract and the transport market participant regularly relies and may rely on compliance with the contract (cardinal obligations). In the event of a slightly negligent breach of cardinal obligations, the Platform Operator’s liability is limited to contract-typical and foreseeable damages. This amounts to a maximum of € 10,000.00 or twice the calculated value of the service concerned if this value exceeds € 10,000.00.
On registering, the transport market participant accepts that the Platform Operator assumes no liability with regard to brokered or non-brokered transport services or with regard to contracts concluded between transport market participants.
Claims of the transport market participant due to slightly negligent breach of cardinal obligations shall become statute-barred one year after the statutory limitation period begins.
The aforementioned disclaimers, limitations of liability and limitation periods do not apply if the Platform Operator is liable under mandatory law, particularly the German Product Liability Act (ProdHaftG).

10. Applicable law, place of jurisdiction and final provisions

The business relationship between the Platform Operator and the transport market participant are subject solely to the laws of the Federal Republic of Germany with the exclusion of all principles of conflict of international private law.
Hamburg, Germany, is the sole place of jurisdiction for any disputes arising from or in relation to the legal relationship between the Platform Operator and the transport market participant.
Should individual clauses in these Terms and Conditions of Business be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected.
The Platform Operator reserves the right to modify these General Terms and Conditions of Business. The Platform Operator will inform the transport market participant of any changes to the Terms and Conditions by email. If the transport market participant does not object to the application of the new Terms and Conditions within six (6) weeks after receiving the email, the transport market participant is considered to have accepted the amended Terms and Conditions. The transport market participant will be expressly advised of this deadline in the notification of the changes. If the transport market participant objects to the application of the new Terms and Conditions within six (6) weeks, the Platform Operator is entitled to terminate the contract of use with immediate effect.