Terms and Conditions

General Terms and Conditions (GTC)

of wegloc consulting UG (haftungsbeschränkt), Duisburg

​

§ 1 Scope of Application

​

(1) These General Terms and Conditions (GTC) apply to all contracts, agreements, and legal relationships between wegloc consulting UG (haftungsbeschränkt), hereinafter referred to as “wegloc,” and its contractual partners. They apply in particular to the use of software solutions and interfaces provided by wegloc, as well as related IT supplementary, ancillary, and complementary services.
 

(2) Deviating, conflicting, or supplementary terms and conditions of the contractual partner shall not become part of the contract unless wegloc has expressly agreed to their validity in writing.

​

(3) Consulting and brokerage services are not automatically included in these GTC unless expressly agreed upon. Separate agreements apply to such services.

​

(4) These terms and conditions apply exclusively to business transactions with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). By concluding a contract, the customer confirms that they are an entrepreneur.

​

§ 2 Subject Matter of the Contract

​

(1) wegloc offers, in particular, the following solutions:
 

• eCommerce Platform: Browser-based application for centralized order, product, and customer management as well as optional bookable locally installed warehouse management application,

• Connectors: Interfaces enabling automated transfer of orders between different systems.

​

(2) The specific scope of services is determined by the tariff selected by the contractual partner.

​

(3) Access to the eCommerce Platform is provided through a web application. If an additional WMS is selected, a local WMS application is additionally made available.

​

(4) Use of the software requires a functional internet connection and suitable IT infrastructure. The provision, configuration, and security of this infrastructure are the sole responsibility of the contractual partner.

​

§ 3 Conclusion of Contract and Trial Phase

​

(1) The contract is concluded upon selection of a tariff and confirmation of these GTC, which occur after registration and initial login. Our offer is exclusively intended for business customers, not for consumers.

(2) wegloc reserves the right to reject potential contractual partners prior to tariff selection without providing reasons.

​

(3) wegloc may offer a free trial phase. There is no entitlement to such a trial. wegloc may terminate a trial phase at any time without stating reasons.
 

§ 4 Provision of Services and Additional Services

​

(1) Depending on the product, services are provided either as Software-as-a-Service or additionally as a locally installable application. Updates may occur automatically or manually.

​

(2) Onboarding, setup, and initial configuration are carried out by mutual agreement with the contractual partner. The contract becomes legally effective only after registration, initial login, tariff selection, and confirmation of these GTC.

​

(3) Unauthorized or self-initiated registrations or use of the software without authorization are prohibited and do not create any contractual obligations.

​

(4) Custom Developments:

​

• Individual extensions, interfaces, or adjustments may be requested before or during cooperation.
   

• wegloc shall decide at its sole discretion whether to accept such a request.
   

• For custom developments, wegloc will provide a written offer detailing the scope of work, price, and payment terms, with reference to these GTC.
   

• In the event of payment default, wegloc is entitled to suspend performance or deny access to the additional service until full payment has been received.
   

• wegloc reserves the right to incorporate developed custom features into its general product portfolio unless an exclusive agreement has been made.

​

(5) Additional Services and Support Hours:

​

• Upon request, the contractual partner may order additional support or assistance.
   

• Scope, hourly rate, and conditions shall be agreed upon in simple written form.
   

• Billing is based on actual time spent unless otherwise agreed.
   

• The provisions of these GTC, in particular those on remuneration, liability, and default, shall apply accordingly.
   

• In the event of payment default, wegloc may immediately suspend or discontinue all services.

​

§ 5 Remuneration and Payment Terms

​

(1) The prices applicable are those of the selected tariff according to the valid price list at the time of contract conclusion.

​

(2) Billing is generally carried out monthly on a pay-per-use basis. Invoices must be paid within seven (7) business days.

wegloc reserves the right to issue invoices later within the statutory period (§ 14(2) German VAT Act – UStG: six months after service performance).

​

(3) Timely payment is determined by the date the amount is credited to the account specified by wegloc.

​

(4) In case of payment default, wegloc is entitled to temporarily suspend access to its services until all outstanding amounts have been fully paid.

​

(5) wegloc may demand advance payments or security deposits, particularly in cases of repeated payment default.

​

(6) All prices are exclusive of the applicable statutory value-added tax (VAT).

​

(7) wegloc is entitled to adjust the agreed prices once per year in line with the development of the Consumer Price Index (CPI) published by the German Federal Statistical Office. The relevant basis is the percentage change of the index compared to its level at the time of contract conclusion or the last adjustment. Any price increase will be communicated to the customer in text form at least 30 days prior to its effective date.

​

(8) In addition to the annual inflation adjustment, wegloc reserves the right to adjust prices annually to reflect changing market conditions, increased operational or licensing costs, or extended service scope. Any price changes will be communicated to the customer in text form at least 30 days prior to their effective date. The customer may terminate the contract effective on the date the price adjustment takes effect if they do not agree to the change.

​

§ 6 Obligations of the Contractual Partner

​

(1) The contractual partner must keep all access credentials confidential and must not disclose them to third parties.

​

(2) The contractual partner shall ensure that all data provided or processed by them are lawful and do not infringe the rights of third parties.

​

(3) The contractual partner is responsible for regular data backups and for maintaining the required system specifications.

​

(4) Any disruptions, security issues, or unauthorized use must be reported to wegloc without delay.

​

§ 7 Rights of wegloc

​

(1) wegloc may, after prior reminder, suspend access to the software immediately if the contractual partner is more than three (3) business days in default of payment or engages in misuse of the service.

​

(2) wegloc may modify services and features where necessary and reasonable for improvement, updates, technical advancement, or security purposes. wegloc informs the contractual partner at least 14 days in advance of changes to essential service features.

​

(3) wegloc reserves the right to discontinue certain services or features, provided equivalent alternatives are offered or reasonable transition periods are granted.
 

§ 8 Availability, Warranty, and Support

​

(1) wegloc guarantees an average annual availability of its online services of 98%. This corresponds to an allowable unavailability of a maximum of 7.3 days per year. Maintenance periods, force majeure, or disruptions beyond wegloc’s control are excluded.

​

(2) Scheduled maintenance work will, where possible, be announced in advance.

​

(3) Support services depend on the tariff booked by the contractual partner. Unless otherwise specified in the offer or an individual agreement, no binding response time within a specific timeframe applies. However, wegloc will make every reasonable effort to respond to support requests promptly and in the spirit of cooperative collaboration.

​

(4) No guarantee is given for uninterrupted or completely error-free operation.
 

§ 9 Term and Termination

​

(1) Contracts have a minimum term of three (3) months, unless otherwise agreed. They shall automatically renew for one (1) month unless terminated in writing or in text form (e.g., email) at least fourteen (14) calendar days before the end of the current term. The agreement may be ordinarily terminated by either party.

​

(2) The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if the agreed service availability is persistently not achieved.

​

(3) In the event of termination for cause, the customer remains obligated to pay for all services rendered up to the effective date of termination, especially the proportional fees for the days of registration.
 

§ 10 Liability

​

(1) wegloc shall be fully liable for intent, gross negligence, and for damages to life, body, or health.

​

(2) In cases of slight negligence, wegloc shall be liable only for breaches of essential contractual obligations (cardinal duties). In such cases, liability is limited to the foreseeable damage typical for the contract.

​

(3) Liability for loss of profit, consequential damages, or data loss is excluded unless caused intentionally or by gross negligence.

​

(4) In the event of data loss, liability is limited to the typical restoration cost that would have arisen had proper data backup procedures been carried out.
 

§ 11 Data Protection and Confidentiality

​

(1) wegloc processes personal data exclusively in accordance with applicable data protection laws (GDPR, BDSG). Details are set out in the privacy policy available on the wegloc website. The customer also signs a data processing agreement (DPA) prior to the conclusion of the contract, which bindingly regulates the data protection obligations of both parties.

​

(2) Both parties shall treat as strictly confidential all confidential information obtained in connection with the contractual relationship and shall not disclose it to third parties. This obligation shall survive the termination of the contract.

§ 12 Final Provisions

​

(1) The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

​

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Duisburg, provided the contractual partner is a merchant as defined by the German Commercial Code (HGB) or has no general place of jurisdiction in Germany.

​

(3) Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by one that most closely reflects the economic purpose of the invalid clause.