With your registration on the Machinello platform, a contract is concluded between us for the use of the functions of Machinello (hereafter also referred to as “Contract” or “Licence Agreement”). Under this Licence Agreement you acquire the following services and rights, subject to any special agreements to the contrary.

(1) With Machinello, Sanders offers a progressive web app for the independent creation of listings for your machines as well as for the integration and connection of these advertisements to third-party platforms, your own website or integrated landingpages (hereafter also referred to collectively as “services”).

(2) The services under this contract may include the components listed below. An overview of our services can be found in the service description, which is available in your respective version on our website https://machinello.com or can be seen in the contract.

(1) The Machinello Platform and the processes carried out therein are a ‘Platform-as-a-Service’ (‘PaaS’) solution (hereinafter also referred to as ‘Platform’ or ‘Platform Services’), which is accessible as a progressive web app directly via a web browser or as an app on your PC, tablet or mobile phone and can be used both online and offline. Please inform yourself in advance about the technical requirements for the successful use of our platform on our website https://www.machinello.com/de/.
 
(2) The main functions include

• Step-by-step recording of new machines using a PC, tablet or mobile phone;
• Automatic completion of technical data; 
• Direct connection to Maschinensucher.de with simple import/export function;
• Easy integration into your own website or integrated landing page.

An overview of our entire service portfolio can be found in the service description, which is available in your respective version on our website https://www.machinello.com/de/. 

(3) We provide you with our platform services as part of a ‘subscription model’, i.e. legally speaking as a rental object for the duration of our contractual relationship. 

(4) We expressly draw your attention to the fact that the current version of our platform is software at an early stage of development. This early version may contain errors and defects that may result in incorrect data processing. We therefore do not guarantee the availability or accuracy of our platform or the content processed with our platform.

(1) In addition to the platform services, we offer you services in connection with our platform, if agreed to separately in the licence agreement. These services may consist in particular of the following service components:

a. workshops,
b. training courses,
c. customising,
d. consultancy.

(2) The comissioning of services is possible via an individual agreement on service content and remuneration as part of the licence agreement. When providing services, our expenses are invoiced on the basis of the personell incurred, by the hour or in accordance with our agreements in the licence agreement.

(1) We also provide web & server hosting services in relation to our platform. Our web & server hosting services include in particular the provision of an IT environment for our platform. The IT environment is created within one or more servers. These servers are located locally with us or in rented data centres. They can also consist of virtual private servers or be rented from professional hosting providers.

(2) As part of our web & server hosting services, we provide you with a storage space of the size you have booked on our server to store your data.

(3) We will continue to ensure that your stored data can be accessed via the Internet. You remain the sole authorised user of the data and can request its return at any time. You are not authorised to allow a third party to use your storage space.

(1) You generally purchase our services at the conditions of the selected price modelI.

(2) Our services are generally invoiced on the basis of complexity.

(3) All compensation is subject to VAT at the statutory rate applicable at the time and place of performance of the service. We are authorised to collect all compensation via payment service providers. Should we do so, you must also observe the terms and conditions of these payment service providers when using them. We will not charge you a separate fee for any of the payment service providers.

(4) The compensation for the services to be provided by us is to be paid by you in advance for the corresponding contractual month. We are also authorised to invoice you for the respective compensation for up to 12 months in advance. 

(5) Our invoices are due upon receipt by you and are payable without deductions within 14 calendar days to our account specified in the invoice.

(6) Travelling costs and expenses shall be reimbursed separately. If the parties have not made any agreement, this shall be done in accordance with the maximum tax rates applicable at the time the service is rendered.

(7) We have the right to increase or decrease our prices if the prices of our services change, if this is necessary to compensate for inflationary price changes, if the consumer price index changes accordingly or in the event that we wish to price our business model differently. You will of course be informed of price changes in advance so that you can agree or reject them. If you do not agree with a price change, we will try to find a solution in joint consultations. If no solution is found, each party has the right to terminate this contract with one (1) month's notice if negotiations fail.

(1) The contract for the platform services is concluded for the duration selected in the ordering process, otherwise and in the absence of specific information for the standard term of one month from the conclusion of the contract (‘basic term’).

(2) Cancellation is possible at any time at the end of the respective month of the basic term. Cancellation can be made in text form or by cancelling the use of our services in your admin area. If the contract is not cancelled, it will be extended by the duration of the basic term.

(3) An upgrade of the selected price model or an extension of the booked services is possible at any time with immediate effect. The reduction of the number of users or the downgrading of a price model is possible at any time with immediate effect from the following month. The costs paid/to be paid for the current month will not be refunded.

(4) When the cancellation takes effect, access to our services will be blocked for you and your users. You can export the content processed with our services until the cancellation takes effect. We will then delete your access completely. Support services in connection with the cancellation can be provided by us on request and, if necessary, for a separate fee.

(5) The right of dissenting cancellation of this contract for good reason remains unaffected.

(1) If you acquire access to our platform and other services via our online registration process, the following conditions apply in addition to the other contractual terms.

(2) After successful registration, the licence agreement for the use of our services is concluded through the following steps: 

a. On our website you will find information about the content and costs of the chargeable services we offer. This information does not constitute an offer to conclude the contract for the use of our services.
b. Only by submitting the corresponding registration form do you make us a binding offer to conclude a contract for the corresponding services.
c. Before submitting the registration form, we draw your attention that the registration is subject to a charge and give you the opportunity to take note of these GTC and other contractual conditions. You can also download and save them.
d. We also give you the opportunity to check and, if necessary, correct your entries before sending the booking form.
e. After submitting the registration form, you will receive a confirmation of your registration to the e-mail address you provided. This confirmation of receipt also constitutes acceptance of your offer to book the service.
f. In this e-mail or in a separate e-mail, we will send you the text of the contract (consisting of the order, the GTC, order confirmation and invoice), possibly as a link, or make it available to you (contract confirmation). You can download and save these.
g. Upon full payment of the purchase services, you will receive immediate access to the services, unless otherwise agreed.

(1) In particular, you shall provide the following supplies and co-operation to us free of charge as ancillary performance obligations:

• If necessary: Granting rights of use to third-party platforms, in particular databases, server operating systems and applications.
• If necessary: Creation of backups of the IT system and other IT components.
• Notification of material and legal defects and faults must include a description of the problem (e.g. with screenshots, anonymised log files).
• If necessary: Notification of your applicable guidelines for remote access to your IT system.
• If necessary: Provision of test cases, test data and test environments.
• We reserve the right to adjust our services at short notice in the event of security-related updates. Any resulting adjustments to your IT systems must be made by you. We will provide you with support if required.
• Independent and autonomous integration of the platform (including interface, if applicable) into the partner's existing IT system.

(2) If the provision of our service is delayed due to a circumstance for which you, your legal representatives, employees or vicarious agents are responsible, any agreed deadlines shall be postponed by the corresponding period. We are therefore released form our obligation to perform until you have properly fulfilled your obligations to co-operate.

(1) We shall be liable, subject to separate provisions in the contract or in these GTC, in particular in Clauses 7 and 8, for direct property damage and financial loss caused by us, our legal representatives, vicarious agents and subcontractors engaged by us.

(2) In the event of simple negligence, our liability shall be limited to the foreseeable damage typical of the contract. Apart from the breach of essential contractual obligations, our liability for compensation for indirect property damage and financial loss, in particular loss of profit, is completely excluded in the case of simple negligence. In the event of force majeure and the use of our services free of charge, our liability for simple negligence is excluded in its entirety. Material contractual obligations are those whose fulfilment is essential for the proper performance of the contract and on whose fulfilment reliance may be placed. Both parties agree that the foreseeable damage typical for the contract is limited to twice the order value.

(3) We shall have unlimited liability in the event of injury to life, limb or health and in the event of wilful, grossly negligent or fraudulent conduct. The same shall apply in the event of the written assumption of a guarantee for the quality or durability of a service to be provided by us.

(4) Our liability under the Product Liability Act remains unaffected.

(5) You shall be liable for the actions of your employees, legal representatives, vicarious agents and any other users of our services in the same way as for your own actions. In addition, within the scope of your responsibility (see in particular sections 5 and 6 of these GTC), you shall indemnify us on first demand against any third-party liability claims arising from damage caused by your use of our services to third parties and other affected parties.

(1) In the event of material defects and defects of title, the statutory provisions shall apply subject to the stipulations in this clause. Section 377 HGB applies. All claims for defects are subject to the condition of your immediate notification of defects in accordance with § 377 para. 1 and para. 3 HGB (German Commercial Code).

(2) In the event of material defects, you shall initially have the right, at our discretion, to rectification or replacement free of charge (hereinafter ‘subsequent fulfilment’). If the defect cannot be remedied after two attempts at subsequent performance, it must be checked whether your interests can be met by an alternative solution before any cancellation or withdrawal.

(3) In the case of rent, strict liability for damages for defects existing at the time of handover is excluded under Section 536a (1) BGB.

(4) Our services are provided to you free of third-party rights. Please inform us immediately in text form if you become aware of third-party rights to our services.

(5) At our request, you must leave the defence against the claims asserted by third parties to us, provide us with all information necessary for this, provide explanations and grant us powers. In return, we shall indemnify you against any claims for payment and damages based on the rights of third parties.

(6) If our services are actually encumbered with third party rights, we shall be entitled to choose,

• to eliminate the rights of third parties or their assertion (e.g. by paying licence fees), or
• to modify our services in such a way that the rights of third parties are no longer infringed.

(7) Claims for defects shall lapse if you have made changes to the services without our prior consent or if the services are used by you for a purpose not covered by this contract and this action is solely responsible for the occurance of the defect.

(8) All claims for defects shall lapse after 12 months, unless they are already limited or excluded in accordance with the aforementioned provisions.

(1) You receive a simple, non-exclusive right to use our services, limited in time to the duration of the contract and unrestricted in terms of territory.

(2) Your majority-owned companies are equally entitled to use the platform, provided that licences have been acquired for this purpose. An independent authorisation to sub-license or otherwise transfer your rights of use is not associated with this. This right of use shall end if the company no longer fulfils the requirements of an affiliated company (e.g. within the meaning of §§ 15 ff. AktG).

(3) You are not authorised to exhibit, publicly reproduce, in particular to make publicly accessible, edit, redesign, translate, decompile or otherwise redesign the platform. Your rights under §§ 69d para. 3, 69e UrhG remain unaffected.

(4) We are authorised to use our services, including new releases, as well as other general know-how, experience, methods and procedures developed in connection with the contract for other purposes (provision to third parties, as an open source platform, etc.).

(5) Unless otherwise agreed, test and demo licences shall be limited to a term of up to 30 days.

(6) We grant you such rights to the open source platform contained in our services as can be transferred to you in accordance with the licence conditions applicable to us. You are permitted to use our services exclusively within the scope of these licence conditions. We assume no warranty or liability for any use beyond this.

(1) We are authorised to transfer the contract to a legal successor or a company affiliated with us. We will inform you of this in text form at least two months before the planned transfer.

(2) Any transfer of the contract to a third party requires your prior consent. In the event of your objection, the contract will continue unchanged. The objection shall be deemed good cause for extraordinary cancellation of the contract by us.

(1) In the course of the co-operation, both parties gain knowledge of business secrets of the respective other party or third parties. A trade secret is information that is neither generally known nor readily accessible to persons who normally deal with this type of information, is therefore of economic value and is therefore subject to appropriate confidentiality measures (cf. Section 2 GeschGehG). A trade secret is also information that is characterised as a trade secret, that is protected by industrial property rights or copyright law, that is subject to banking secrecy or data protection and for which there is a legitimate interest in confidentiality. Information which is known to the other party prior to disclosure, which has become known to the public after disclosure without the involvement of the disclosing party, which the disclosing party has learnt from an authorised third party and which the disclosing party has developed itself is not a trade secret.

(2) The receiving party, as well as all those who come into contact with trade secrets in accordance with their intended purpose, are obliged to treat the trade secrets as strictly confidential and only use them or disclose them to third parties and employees if this is necessary in connection with the business purpose. In all other respects, the receiving party shall protect the business secrets from being disclosed to third parties.

(3) Objects, files or other intangible objects containing trade secrets shall be deleted or returned to the disclosing party immediately upon request of the disclosing party or at the latest upon termination of the contractual relationship.

Both parties are authorised to mention the other party, including the logo and brief description of the respective company, in the external presentation. The information required for this, e.g. logo, descriptive texts, version status, contact and support channels, must be provided in advance. 

(1) The assignment of individual claims arising from this contract requires the prior consent of the other party in text form. The assignment of monetary claims is excluded from this. 

(2) The law of the Federal Republic of Germany shall apply exclusively to the entire contractual relationship between the parties, to the exclusion of the UN Convention of Contracts for the International Sale of Goods.

(3) The place of jurisdiction for all disputes arising from the contractual relationship shall be the competent court at our registered office.

(4) You are solely responsible for compliance with export control law and all import and export regulations relating to our services.

(5) Amendments and additions to the GTC and the entire contract existing between us must be made in text form in order to be effective. Amendments and additions to the contract that are (or must be) made by us due to changed legal or technical requirements for the provision of our services and that have no negative effects on the services to which you are entitled shall become effective if you do not object to an amendment in text form within one (1) month of receipt of a notification of amendment and we have informed you in advance of your right of objection. If you object to the change, the contract shall continue to apply unchanged and we shall be entitled to terminate the contract without notice with a notice period of one (1) month to the end of the next calendar month. 

(6) Amendments and additions to the contract that we wish to make due to changed performance, remuneration or other commercial or operational requirements shall only become effective if you expressly agree to them. This consent can be given by clicking a consent button in the change notification (e-mail or pop-up when using our services) or in another simple and transparent way provided by us for you. The text form also applies to a change to this formal clause. The precedence of individual ancillary agreements remains unaffected. The aforementioned deadlines do not apply and there is only a right to information about changes to the contract if the changes are necessary to prevent an unforeseen and imminent danger in order to protect you from fraud, malware, spam, data protection violations or other cyber security risks.

(7) Should one of the provisions of the contract be invalid or should the contract contain a loophole requiring regulation, this shall not affect the validity of the remaining or incomplete provisions. In this case, the parties undertake to replace or complete the ineffective or incomplete provisions with provisions that come as close as possible to the economic purpose of the ineffective or incomplete provisions.