General Terms and Conditions
for the use of Visimatch.com
Status: 29th of November 2020
1. Explanations of terms
2. General, validity of the Terms and Conditions
4. Description of function (explanation)
5. Responsibility for the selection of the contractual partner
6. Posting of offers and data on the platform
7. Use of distribution groups
8. Third party services
9. Conditions for use
10. Permitted use
11. Suspension of use
12. Loss of use
13. Data protection
14. Intellectual property
15. Changes of the services and the general terms and conditions
17. Accounting & terms of payment
18. Cancellation conditions
19. Termination for good cause
21. Declaration on claims of third parties, indemnification
22. Written form regulation
23. Declaration on anti-corruption
25. Final provisions
1. Explanations of terms
a) "GTC" means these terms and conditions.
b) "Operator" means VisiTrans GmbH as the company operating the website.
c) "Persons responsible for the system" means all persons authorized by the Operator to operate the site or parts thereof. The group of persons is not limited to employees of the Operator himself.
d) "Website" is the name of the Visimatch.com platform, which can be accessed at the Operator's Internet addresses: visimatch.com; visimatch.de; visitrans.de.
e) "Software" describes all software necessary for the use and operation of all functions, regardless of whether it is downloaded, provided on data carriers or available via the Internet.
f) "Updates" describes additions, updates, changes to the offer, the website as well as to the software. The operator has the right to carry out updates at any time, whose changes and effects are also completely subject to these conditions.
g) "Service" means the services provided by the Operator, the functions, the infrastructure, cloud applications and software, as well as all changes, additions and updates to the above-mentioned points.
h) "Extended Service" means all components of third party providers linked to the offer, their networks, websites, databases, product offers, applications, information systems, integrated or integrable activated and optional activatable services, functions, products, service, linked internet sites, their services and linked services.
(i) "Service Provider" means a company that operates a service connected to the Website. This includes for example the map service provider 'Here (Here.com)', and the payment service provider Mangopay.
j) "Contractual Partner" means the name of the firm, corporation, organization or legal person which, according to the registration, is to be considered as the contractual partner. Insofar as the contractual partner is assigned responsibility for actions or liability under these GTC, the corresponding persons acting responsibly are meant.
k) "User" is the designation for natural persons who, unless identical, are appointed by the contractual partner as its representative and who are authorized to use the platform, access its account and carry out all actions, transactions and agreements, also to the debit of its credit balance.
l) "Account" is the designation for all user accounts created by the contractual partner for or on behalf of the contractual partner on the platform and identifiable by unique e-mail addresses, insofar as they are also used for connected services of third parties.
m) "User data" means all data, records and documents that have been transmitted to the operator via the website, by post or e-mail or in any other form, insofar as they are related to the use of the website and its offers and the extended offers.
n) "Case" uniformly refers to the various transport, capacity and equipment offers on the website, such as export pre-carriage, import on-carriage, depot containers, rail capacities and others. Extensions to this are also described with the term "Case" or, if reference is made to several of them, with "Cases".
o) "Wallet" means the account with the payment service provider selected by the platform which the contracting partner has set up for the processing of payments on the platform and which can be used by the contracting partner by disposing of the account with the payment service provider selected by the Platform.
2. General, validity of the general Terms and Conditions
The website represents a B2B offer solely for companies in the logistics sector, but not for their customers [shippers]. Persons acting on the platform (Users) must belong to a company in the logistics sector (Contractual Partner) in the form of an agency or employment relationship. If this is not the case, use is prohibited.
These terms and conditions are agreed upon upon registration as a contract between VisiTrans GmbH, represented by the managing director Jan Lüersen, Nordstraße 17 in 31675 Bückeburg in Germany, registered at the local court of Stadthagen, HRB 201569 and the contractual partner.
These terms and conditions apply to every use of the website, services, extended services and offers. The website may only be used by persons who accept these terms and conditions without limitation or qualification.
Deviating general terms and conditionsof the contractual partner are not recognized unless the operator expressly agrees to their validity in writing. By registering for the website, the contractual partner and the user agree to the validity of these terms and conditions.
The website, its services, extended services and offers are provided via the Internet at various Internet addresses (e.g. www.visimatch.com.de; www.visi-match.de) as well as under further modifications thereof, alias and sub-domains, as well as mobile applications, web services, background applications and connected to third party systems. Certain functionalities and additional options may not automatically be available for all connected services and applications of the website. They may need to be enabled, authorized or activated.
With regard to the use of individual applications, services and offers of the operator or extended services of connected third party systems, additional conditions and principles of use may apply in addition to the general terms and conditionsof Use. In the event of an objection, the additional terms and conditions shall take precedence over the general terms and conditions, unless this is expressly excluded or otherwise regulated in the additional terms and conditions.
The acceptance of the General terms and conditionsis effected by ticking off and confirming (sending) them during registration.
Basis of the terms and conditions is always and exclusively German law. If these terms and conditions are changed or a change is obtained by a judicial decision, they must be in conformity with German law.
The registration takes place online.
Users of the website must be fully competent in the country in which the contractual partner has its registered office. To do so, they must be of the respective minimum age.
Registration on the website constitutes an offer to conclude a contract with the contractual partner by the user. The conclusion of the contract is effected by acceptance on the part of the operator.
The User must be authorized to act in the name and on account of the contractual partner represented by him and to incur costs, as well as to place data in the possession and/or property of the contractual partner on the website. This requires an effective authorization of the user by the company he represents before registration.
By completing a registration, the operator may assume that this authorization is available to the User in a legally binding form. Without this basis, no registration may be made on the website.
The operator and its employees are not obliged to verify the authorization of a User, but they may question the User's authorization without giving reasons, even from the contractual partner, or demand written proof of it. Only the suspicion of the Operator or a person responsible for the system of a missing authorization entitles the Operator or a person responsible for the system to immediately block the access of a User until proof has been provided in the form required by the Operator or the person responsible for the system, without the Operator being able to be charged with any damage whatsoever. In case of suspicion, the blocking is not limited to a specific user. The use of the website is prohibited without authorization.
The Operator is generally not obliged to accept a registration and the associated offer of the User to conclude a contract or to continue an already concluded contractual agreement of a User. In particular, the Operator is not obliged to do so if there is any doubt about the proper conduct and actions of a User among business people.
The operator reserves the right to block registrations if there is a suspicion or indication that the registration may not be lawful or conform to the terms and conditions. The operator is not obliged to check these points, this is the responsibility of the applicant. This also applies to the admissibility of this regulation.
All information requested during registration must be entered truthfully and completely. The correctness of the data entered is a basic requirement for smoothly functioning processes of all parties involved. Changes must be updated immediately by the user.
Each user may only have one user account. The user's e-mail address used during registration should generally be that of a natural person. The use of group and distributor addresses is not permitted for registration. An e-mail address can only be used for the registration of a user account. If, in exceptional cases, a role e-mail address is used for registration which can be used by several persons, the contractual partner shall ensure that the use of the platform via this e-mail address is only made by the group of persons expressly authorized by it to do so. The contractual partner shall be solely liable for the misuse of the account associated with this e-mail address and the agreed processing of the orders agreed via the user account.
The registration is only completed after successful verification of the user account by the Operator. Only then is access to Visimatch.com generally possible. Security aspects may require re-verification at any time.
The website (Visimatch.com) is a so-called B2B (Business to Business) service. It is therefore offered by the operator in principle only for tradesmen and companies. Registration and thus the permissibility of using Visimatch.com is further limited to traders and companies whose predominant business purpose and orientation can be assigned to at least one of the company groups displayed during registration. Upon registration, the User is required to sort into one of the groups of companies according to the predominant business purpose of the contractual partner.
If it may be assumed that this classification is predominantly incorrect, Operator has the right, but not the obligation, to deny User access to Visimatch.com immediately and without giving reasons. A possible liability of the user remains unaffected.
The user may neither provide nor make his access data accessible to third parties.
The employees of the Operator will not ask the User for his password at any time. The User is advised to change his password regularly and not to use the same password for other services and applications.
Violations can lead to blocking or deletion of the user account by the Operator.
The operator reserves the right to delete incomplete, false or simply unidentifiable registrations. If a registration is made with a generic e-mail ending (googlemail.com, t-online.de, ...), the operator may demand proof that the applicant is a person from a professional and accepted field of logistics.
Insofar as a user has a user account with administrator rights on the website, the user is able to make advanced settings and use functions, as well as change the status of other colleagues. A user with these rights can, for example, invite colleagues from the same company to register and also grant them administrator rights. In doing so, an administrator may only invite those persons who are allowed to use the functions of the service in the name and on account of the contractual partner. If an administrator grants administrator rights to another person, his actions must be authorized. The authorization must already be given at the time of the invitation.
Users/persons who do not have actual authorization to use the website together with all services are prohibited from using the website.
4. Description of function (explanation)
The operator provides a platform for contract partners and users from the transport and logistics sector to place transport orders, offer available capacities and organize approval processes, especially of shipping companies.
Registered users can network with users from other branches of the same contractual partner or users of other contractual partners with the aim of displaying orders and capacities to each other.
The matchboard integrated in the platform calculates fully automatically optimized transport combinations within the scope of the networking specified by the user on the basis of the information on transport requirements and capacities available at the time of the call and suggests them to the user.
Manually searched or automatically suggested orders and capacities can be negotiated by the users via the platform.
In order to participate in negotiations and to apply for shipowner's permits (drop-off / pick-up change / direct shipment requests, etc.) the contractual partner requires a digital wallet (account), which can be set up for this purpose by the contractual partner with a payment service provider commissioned by the operator.
In order to be able to successfully conclude a negotiation, it must be ensured that the User has sufficient credit on his digital wallet to cover at least the platform's fee for the respective transaction. If the transaction is successful, the fee will be collected by the Operator from the credit balance in the Wallet in the amount shown, and an invoice will be issued for this.
The same applies in the event of recourse to shipowner approval processes. This may result in additional fees of the respective shipowner which are shown on the platform before the order is placed and, if successful, will be collected from the user account against the shipowner's invoice.
The operator has the right to edit user content technically in such a way that it can also be displayed on other applications or mobile devices. The content can also be accessed via Visimatch.com services from other countries.
This service description does not claim to be complete and does not guarantee the availability of a named function. The processes described are subject to change or permanent further development, without this being necessarily included here in the description in a timely manner. The user must inform himself about the current status before taking any action.
5. Responsibility for the selection of the contractual partner
The operator itself does not offer any means of transport and does not ask for capacities. He acts exclusively as an intermediary between users or the contractual partners represented by them.
The users themselves decide whether and from which contractual partner they accept offers. The Operator does not become a contractual partner of the contracts concluded exclusively between the Users or the contractual partners associated with them, nor does he act as a representative or vicarious agent of the contractual parties.
In the event of a successful agreement on the conclusion of an order between the contractual partners represented by them via the platform, Users must check the suitability of the contractual partner in the same way as they would do without the Operator if they had obtained a quotation. The operator excludes any liability for the selection and suitability for itself.
6. Posting offers and data on the platform
For the placement and thus the display of offers and data on the platform, sufficient consent of all contractual partners involved must be available. How far this can be secured is the responsibility of the contractual partner. The operator will not check this.
In the case of automatic posting of offers, for example via interfaces, the responsibility lies with the responsible person(s) of the contractual partner, unless another person has been named. In case of doubt, this is the management.
Users are responsible for securing and archiving information stored by and on Visimatch.com, which they require for accounting, preservation of evidence or other purposes, on a storage medium independent of Visimatch.com.
The User shall ensure that the data posted or uploaded by him/her is always free of harmful content. For this purpose, the User must take appropriate measures, e.g. activate up-to-date anti-virus software on his systems. User is not permitted to use data formats other than those specified by Visimatch.com in connection with Visimatch.com.
If a User discovers that data or information is incorrect, he/she can report this to the Operator. The Operator is not forced to take action. In case of publishing data Visimatch.com has no obligation to prevent the posting of data by users.
7. Use of distribution groups
Every User may create, change, reduce, supplement or delete one or more distribution groups for the distribution of information posted on the platform beyond the Users already networked with him for his own use or that of his colleagues (of the same or other contractual partners) at any time.
A distribution group is a list with e-mail addresses as well as names and common forms of address. Only e-mail addresses used for professional purposes and bound to a company may be included in the distribution group. The company, in turn, must be one with predominantly logistical business objectives. A distribution group can be freely designated by the user.
When uploading data and also when changing the visibility status of data, the names of the distribution groups are displayed. By activating or deactivating, the visibility of one or more records can be defined or redefined.
The User must provide sufficient legal assurance that the owners of the e-mail addresses he/she has entered expressly agree to be included in such a distribution list at Visimatch.com and therefore to receive e-mail. Without such consent, the User may not add an address to Visimatch.com. The existence of such consent is neither checked nor required by the Operator or the Platform. The responsibility and liability for this remains with the user. The User shall indemnify the Operator upon first request from any claims of third parties and official fines as well as possible costs of the necessary legal defense including all court costs, reasonable attorney's fees and official fines.
If the User enters e-mail addresses in his mailing lists, the Platform shall check whether these have already been registered on visimatch.com or not.
Visimatch.com shall automatically send a message to each e-mail address not yet registered with visimatch.com, including an invitation to register (link) and a reference to specific offers posted by the User. Each such message contains the contact data of the contact person or parts thereof from his registration (registration). Each user agrees to this procedure without reservation.
visimatch.com shall send an e-mail to e-mail addresses that are already registered in the event of corresponding events, with specific references to uploaded offers of the User. At the same time the data of registered users (within the scope of the e-mail distribution list specified by the User or the networking preset via the platform) are made visible on maps and the synergetic technical reaction with their data in the matchboard is made possible.
8. Third party services
Any enhanced service on the Site, whether activated or whether contractors or users must register to activate use, is subject to the terms and conditions of the applicable service provider. Use of the Extended Services requires that Contractors and Users of the Site accept the separate terms and conditions of the Extended Services. Changes to the terms and conditions of the extended services and their effects must be accepted in order to continue to be entitled to use the extended services. If a contractual partner or user does not accept changed conditions of an extended service, its use must be discontinued. If an extended service of the website is discontinued by the operator himself, this has no influence on this contract.
With the registration or activation of a third-party service, contractual partners and Users permit the forwarding of their data, insofar as this is necessary for the use of the third-party service. This is also permitted in the event that the user would have had a separate option to enter his company, address and account data himself or in a different way. The permission for this practice is permanent.
Like the Website itself, extended services may only be used in accordance with their intended use in connection with the services of the Website. Any use that is different, inappropriate or detrimental to the Website is prohibited.
The operator is not liable for the extended services. In particular, he is not liable for promises, services, properties, direct and/or indirect losses, availability, results, interaction, communication as well as their contents, services or the handling of your data and general data, or the loss of data. Contractual partners and users fully and irrevocably waive all claims against the operator of the website and its acting persons in relation to the extended services.
Contractual partners and users accept that the operator does not itself provide the contact persons and support for the extended services and therefore refers them to the appropriate places of the extended services.
9. Prerequisite for use
The basic prerequisite for use is a connection to the website via a stable, permanent and high performance fast Internet connection. It is the responsibility of the contractual partner to establish the connection in the necessary and secure quality and to ensure its maintenance. The operator has no share in this and does not bear any share of the costs.
The contractual partner is responsible for always using the current version of the browser software used to use the website and all related services, without this being the only claim to be fulfilled. The browser system used must be able to support the current protocols, in particular the current SSL protocols, and must be able to display the platform correctly.
The contractual partner and the users themselves must keep themselves informed about innovations, notices and risks regarding the protocols, systems, browsers and software, etc. used by them and keep up to date and always act promptly in accordance with the security required. The operator has no obligation to inform about risks, innovations or improvements to, for example, browsers, server and telecommunication systems, protocols or other systems used by the contractual partner or the users.
The contractual partner and/or its users themselves are responsible for checking all data and information transmitted to them and their users from the website and the connected services, in particular with regard to their suitability, completeness and accuracy.
The use of the Website via mobile devices must be tested before registration via the demo version at www.visimatch.com. The operator cannot guarantee the display and usability of the website for all mobile devices.
The operator is in no case liable for damages resulting from connection problems or their uncertainty.
10. Permitted use
The use of Visimatch.com is conditional upon the appropriate legal authorization of each User by his or her contractual partner, which is sufficient in terms of duration. The authorization must be such that all ongoing processes and negotiations of the User on the website can still be completed by the User himself.
If the User loses the authorization to use the website or parts of it in any way, e.g. by leaving the contractual partner, he is obliged to complete all outstanding transactions himself as soon as possible, or to inform all persons and parties concerned as soon as possible so that they are able to complete or settle all transactions satisfactorily without accessing his user account.
Only registered users are permitted to use the service in a highly personal manner. Each user must identify himself with a unique user name and a password known only to himself for each use. This data may not be stored, transferred or made accessible to third parties in the browser or other places accessible to third parties. Each user is responsible for the permanent confidential handling of his login data. The User must inform the Operator immediately if he has reason to worry that a third party has obtained knowledge of his login data or that the login data is being used without authorization or if this is likely.
The right to use the website and its services, for which the contractual partner and Users have registered, is subject to compliance with these Terms and Conditions and, if applicable, those of the third party providers and acceptance of all consequences.
11. Suspension of use
The Operator has the right to suspend access to the Website and the connected services to any user of a contractual partner at its own discretion:
a) Immediately, if it concerns the upload of changes, in order to protect the security interests of the Operator, even if these could not be announced beforehand (unforeseeable downtime).
b) With advance notice, when scheduled updates are uploaded, new services are connected and for maintenance work. As far as possible, the Operator will endeavor to avoid such activities during peak usage times (scheduled downtime).
The points mentioned above do not claim to be complete. Damage of any kind cannot be charged to the operator from acting according to the above-mentioned points. A liability is excluded in this respect.
The operator has the right to restrict or even interrupt access to the service of the website and/or the extended service if capacity limits are reached or maintenance or improvement work or the maintenance of security and integrity of the website require this.
The operator will inform the users about planned downtimes in advance to give the users the opportunity to adjust to this. The limitation of liability of these terms and conditions shall remain in effect.
12. Downtime of use
The Operator cannot completely exclude the possibility that the Website, its extended services or parts thereof may fail due to circumstances beyond its reasonable control, for example as a result of force majeure, terrorist actions, riots, disasters, technical failures or government actions. In the event of an attack on the website's servers or any extended service, the website's security systems may limit or interrupt the availability of the website. The operator is not liable in case of a breakdown of the website and/or the extended services.
The contractual partner and each user acknowledge that the operator does not guarantee the timely or uninterrupted availability of the website and/or its extended services. Despite efforts to avoid this, the Operator cannot guarantee that the Website is free of errors and free of viruses or malware.
13. Data protection
User agrees that the operator and service providers who provide third party services on the Platform have the right to access the user account and to use, modify, reproduce, distribute, display and disclose the data to the extent necessary for the provision of the respective service, including but not limited to answering User's support requests.
All third party services integrated by the operator on the platform will only be granted access to the user account and its data to the extent that is reasonably necessary to provide the service. The operator can also access and disclose information about the user, his account, including all data, in order to
1. comply with applicable laws or regulations or respond to lawful requests or legal proceedings
2. protect the right or property of the Operator or its customers or partners, including the enforcement of these Terms or any other policies associated with the Service
14. Intellectual property
The rights granted to the contractual partner and the user under these terms and conditions to use this service do not grant them any additional rights to the service or any related intellectual property. All rights, title and interest in and to the Service, and all hardware, software and other components used to provide the Service, including all related intellectual property rights, shall remain with and belong exclusively to the Operator. This is subject to the limited rights of access and use of the Service explicitly regulated in these Terms.
In order to provide its Service, the contractual partner grants the Operator a non-exclusive, transferable, sublicensable and worldwide license to host, use, distribute, modify, execute, copy, publicly perform or display, translate and create derivative works of the content (offers, data) uploaded to the Website by users connected to the Operator. To the same extent, the operator is entitled to use suggestions, improvement requests, recommendations or other feedback from users.
All product and service names and logos (collectively referred to herein and hereinafter as "trademarks") used or disclosed for the Service are registered or unregistered trademarks of VisiTrans GmbH or affiliated companies. With the proviso that you do not now or in the future attempt to claim any rights to the Trademarks, to reduce the uniqueness of the Trademarks, or to use the Trademarks to disparage or misrepresent the Operator, its services or products, you may use such Trademarks solely for the purpose of identifying you as a User.
15. Changes of the services and the general terms and conditions
The operator reserves the right to adapt and change services and/or these terms and conditions in a reasonable way without giving reasons. Changes may become necessary for the following reasons, for example:
- because of changes in the legal situation
- because judgements force the operator to adapt
- to close security gaps
- for technical or procedural reasons
- to prevent behavior that is detrimental to the portal and its goals.
Changes in services and changes to the GTC will be communicated to the contractual partner by the operator in text form (e.g. by e-mail) to the registered e-mail address 30 days before the proposed date of entry into force. In the message with which the changes are communicated, the Operator shall also specifically draw the attention of the contractual partner to the right of objection, the deadline for this and the possibility of termination. The amended GTC will be published additionally on the operator's website.
If the contractual partner does not lodge an objection in text form within 30 days after notification of the proposed date of entry into force in the case of simple notification, the respective notified amendments shall be deemed to have been accepted. If the contractual partner continues to use the service after such a change has come into effect, the operator may consider this as acceptance of the change.
If the Contractual Partner does not agree to the changes, further use of Visimatch.com is no longer permitted once the changes come into effect. Until the notified date of entry into force of the changes, the Contractual Partner is entitled to terminate the contractual relationship in text form with a notice period of 14 days to the notified date of entry into force of the changes. Continued use of Visimatch.com after the effective date shall be deemed by the Operator as consent to the changes, which shall nullify any objection by User to such changes.
The contractual partner's right of termination according to section 19 remains unaffected by any changes to the services or the GTC according to this provision.
Terms and conditions of remuneration, due dates, and payment terms of Visimatch.com and any other related third party services are set forth in the current price list on the website. (Link) The Operator may change the amount of remuneration in accordance with the following conditions:
If the scope of services on the Website is expanded more than insignificantly, the Operator is entitled to increase the prices appropriately, namely in proportion to the expansion that has occurred. A price increase is also entitled if the price increase corresponds to the increase in costs incurred by the operator for the provision of the website, in particular the necessary costs for the maintenance, servicing and further development of the technical and personnel infrastructure used for the provision of the service or the necessary costs for the licensing of works of third parties, even taking into account any cost savings that may have occurred.
The increase shall become effective at the beginning of the month after next month after receipt of the notification of change by the contractual partner in text form. The contractual partner shall be entitled to terminate the contract in text form within a period of 14 days from the date on which the price increase takes effect. If the contractual partner does not exercise this right and the contractual partner has been informed of this legal consequence in the notification of the price increase, the contract shall be continued at the changed prices. The contractual partner's right of termination under clause 19 shall remain unaffected by a price increase under this provision.
17. Accounting & terms of payment
The costs, fees and remunerations incurred for the use of a chargeable service of the platform or a connected service (e.g. shipowner approval process) are listed in the price list. They become due immediately upon their occurrence.
Some services can only be used with a corresponding credit balance. Invoices and payment reminders are provided exclusively by electronic means (e.g. by e-mail or in the user account). Invoices are usually issued monthly in Euro (€) at the operator's discretion. The operator is free to adjust the billing interval individually.
Deviating currencies for the management of the account and billing of services can be agreed upon individually between the operator and the contractual partner. There is no entitlement to billing in a specific currency.
The contractual partner can settle the invoices using the payment methods offered by the operator, or upload a credit balance. If collection is not possible, the contractual partner shall bear all costs arising from this, such as bank and comparable fees. This applies to the extent that the user is responsible for the costs. The payment deadlines can also be found in the current price list.
The costs of reminder procedures shall be borne by the contractual partner associated with the user, insofar as the user is responsible for them.
The registration itself is free of charge. The use of the service is based on a Pay-per-Use (PPU) system. For services that require a credit balance, the stated minimum credit balance must be paid into the account of the contractual partner before each use of the service.
If a service of the platform or a connected service (e.g. shipowner approval process) is used that requires a credit balance, the account of the contractual partner will be immediately debited by the operator with the agreed fee and the credit balance will be reduced accordingly. Correspondingly, a receipt is generated regardless of the frequency of billing, so that each individual charge can be clearly traced at any time in terms of reason and amount.
If a currency conversion is required, the conversion is made by the Operator at the exchange rates prevailing on the transaction date plus a conversion premium published on the Operator's website. The conversion premium is calculated as a percentage of the amount to be converted, in addition a certain minimum amount per transaction may be charged. If necessary, the operator will charge the statutory value added tax. The contractual partner will receive a statement of the conversion, the conversion premium and, if applicable, taxes at the time of payment.
Credit balances of the contractual partner on his account can be paid out on request. A payout can be requested once every 60 days. The amount intended for payout is reserved on the account and is no longer available to cover the costs of further transactions, even those that are only being negotiated.
The payout will be made by bank transfer to the account specified by the contracting party in the repayment request within up to 60 days from the date of the complete repayment request in the currency agreed with the contracting party, less an administrative fee for the operator, plus statutory VAT, if applicable. The contractual partner will receive a statement of the disbursement, the retained fee and any taxes at the time of disbursement.
Unless otherwise stated, the fees of the Platform and any affiliated service providers indicated in the price lists or on the invoices do not include any taxes, duties, levies, customs duties or similar official assessments, including value-added, turnover, use or withholding taxes, which may be levied by a local, state, regional or foreign jurisdiction (collectively referred to here and hereinafter as "taxes").
To the extent required by law, you are responsible for declaring and paying any applicable taxes on the Services. This does not include taxes levied by the Operator based on its income.
Insofar as the operator of the platform or an affiliated third party service is legally obliged to do so, the contractual partner will be invoiced for corresponding taxes and duties and these will be deducted from the contractual partner's account together with the fees for the service used. The contractual partner agrees to this and declares itself willing to pay these invoiced taxes.
The contractual partner undertakes to disclose to the operator all information necessary for the proper assessment of the tax situation. In the event of any changes, the contractual partner will inform the operator immediately. If it should subsequently transpire that the information was incorrect, the contractual partner undertakes to pay any taxes determined subsequently. The same applies if the tax authorities subsequently change their assessment of the tax liability of transactions. In this case, the operator and the contractual partner will work together to ensure that the tax consequences are offset, if necessary by amending or reissuing receipts.
18. Cancellation conditions
The Operator as well as the Contractual Partner may terminate this Agreement at any time in accordance with these Terms and Conditions by e-mail and through the agreed communication channels. All users of a contractual partner are affected by a termination and must therefore be informed in advance. The information is the responsibility of the contractual partner, but the Operator is not prohibited from informing the affected Users.
The termination shall become effective immediately upon proper completion of all outstanding transactions of the User. Without limiting to the processes now mentioned, the following matters are to be duly completed or taken into account by the contractual partner and its users (employees):
- From the time of termination, no further data, offers or other things may be uploaded on the Website.
- The contractual partner and its users may no longer begin negotiations, applications or communications with other parties on the Website.
- No more processes with costs to the operator may be started.
- Ongoing negotiations and communications with all parties must be brought to an end in accordance with the principles of proper business practice. This applies to all users of the terminating contractual partner.
- All offers for cases uploaded by the contractual partner or its users (employees) must be deleted.
If you terminate the use of the website or the extended services, the operator has the right to immediately delete all negotiations, processes and data connected with the terminating party, as far as this is legally permissible. If there is a legal time limit for the retention of data, the data may be deleted by the operator upon expiry of the time limit. Once deleted, data cannot be restored.
The user account will then be deleted by the operator in a timely manner.
19. Termination for good cause
The contractual partner and the operator have the right to terminate the contractual relationship extraordinarily at any time without notice if there is an important reason. Good cause for extraordinary termination shall be deemed to exist if the continuation of the contractual relationship until the expiry of the statutory period of notice is not reasonable for the terminating party, taking into account all circumstances of the individual case and weighing the interests of both parties. For the Operator, such good cause shall be deemed to exist in principle if the registration of a User is used improperly in accordance with the GTC or in principle contrary to the request of the Service. The use of Visimatch.com requires that all parties behave like proper business people.
Other important reasons for extraordinary termination by the Operator are in particular, but not conclusively, the following events/actions:
- disregard of legal requirements by the contractual partner or the User
- Violation of contractual obligations by the contractual partner or the user
- Violation of the general terms and conditionsof the operator
- Commercial dishonest behavior
- Damage to other contractual partners by the contractual partner or the user
If one of the important reasons listed above is present, the operator can also impose the following sanctions against the contractual partner/user, irrespective of a termination according to this clause 20:
(a) Deletion of content that the User has posted;
(b) permanent blocking of the user account or individual services of third party providers; or
(c) Saying a warning.
The Operator shall not be liable to the Contractual Partner or any other third party for any damages resulting from or arising out of such modification, suspension or termination of a User Account, access to the Website and/or any third party service and/or removal or blocking of data provided/uploaded by the User. There is no claim to the restoration of the blocked user account after a user has been permanently blocked.
Any suspicion of fraudulent, abusive or illegal activities of the contractual partner/user can be reported to the criminal prosecution authorities at the discretion of the operator.
The operator only provides the servers, the website (platform) together with the extended services with the servers and network components, for the exchange of data and information.
The operator makes no guarantee or warranty of any kind for the accuracy, availability, as well as for the suitability for the purpose, quality, security or legality of the offers posted by users or interfaces and the associated data. The operator is technically unable to verify the actual identity of the users and therefore assumes no liability for the accuracy of the stated identity of the users.
The operator is not involved in any form in contracts concluded between users or associated contractual partners and is therefore not a contractual party. The components, conditions and scope of offers and contract details must be declared by the parties involved independently before each contract is concluded.
The operator is also not liable for non-fulfillment of legal transactions and agreements of any kind between users or their associated companies. These are solely responsible for such contracts and agreements. The operator assumes no liability whatsoever for such contracts, claims, damages and failures that arise, for example, from non-fulfillment, regardless of which party.
The operator is liable without limitation for damages resulting from injury to life, body or health, which are based on a breach of duty by the operator, a legal representative or vicarious agent of the operator, as well as for damages caused by the absence of a guaranteed quality or fraudulent conduct of the operator. Furthermore, the operator is liable without limitation for damages caused by the operator or one of his legal representatives or vicarious agents intentionally or through gross negligence.
In the event of a breach of material contractual obligations caused by slight negligence, the Operator's liability shall be limited to the amount of the foreseeable damage typical for this type of contract. Essential contractual obligations are abstractly such obligations, the fulfillment of which makes the proper execution of a contract possible in the first place and on the observance of which the contracting parties may regularly rely. Any further liability of the operator is excluded.
Within the scope in which the liability of the Operator is limited or excluded, it is also excluded or limited in favour of the personal liability of his legal representatives, executive employees and simple vicarious agents.
21. Declaration regarding third party claims, indemnification
The contractual partner shall indemnify the operator upon first request from all claims of third parties against the operator, insofar as they are connected
a) With a violation of these GTCs, regardless of whether this was done by the contractual partner or one or more users (employees).
b) With actions of the contractual partner or those of one or more of its users (employees) on the website and/or the extended services.
c) With actions for which the contractual partner is responsible under these GTC.
The indemnification by the contractual partner also includes the costs of the necessary legal defense of the operator, including all court and attorney's fees in the legal amount. This does not apply if the contractual partner is not responsible for the violation of rights.
In the event of a claim by third parties, the contractual partner is obliged to provide the operator immediately, truthfully and completely with all information required for the defense and examination of the claims.
22. Written form regulation
Notifications must be in written form. This also applies to the waiver of the written form. With regard to the ways in which letters can be delivered to achieve effectiveness, the following applies:
a) Unless otherwise provided for in these GTC, the Operator has the right to write by post to the address of the Contractual Partner and/or to the respective professionally used e-mail addresses and/or those given during registration. The Operator is free to choose the way of delivery. Every form is also solely an effective and valid delivery.
b) The Contractual Partner must send his notifications for effectiveness by mail, to the address specified above in the GTC by the Operator.
c) A communication by e-mail is considered to be delivered and effective immediately upon sending, regardless of when and whether it is read. A notice sent by mail is considered to be delivered from the day of delivery.
23. Declaration on anti-corruption
The Contractual Partner declares that it and its employees (Users) comply with all national and international laws and regulations that apply to the use of the Website and its extended services and ensures that these are also complied with by all companies affiliated with the Contractual Partner, including laws and regulations relating to export control, terrorism, and those relating to the fight against money laundering, as well as those of the UK Bribery Act of 2010, and those of the US Foreign Corrupt Practices Act.
The contractual partner declares that it will counter any form of bribery and corruption and that it will comply with the relevant legal provisions. This includes, but is not limited to, offering, promising, granting, accepting or soliciting a personal advantage in return for an unlawful or ethically unacceptable act, breach of a fiduciary duty or any other improper act, or rewarding a person, company or public authority for such an act, in particular criminal offences within the meaning of Sections 298, 299, 333, 334 of the German Criminal Code (StGB). Personal benefits include all types of gifts, loans, fees, rewards or other incentives (taxes, services, donations, etc.).
The aforementioned obligation also applies to all employees of the contracting party, i.e. in particular to members of the board of directors, managing directors, senior executives, employees or any other persons acting on behalf of a company.
The contractual partner further declares that it will comply with all regulations concerning occupational health and safety, as well as those concerning safety, environment, data protection, wage rates, working hours and employment conditions, discrimination and privacy.
These terms and conditions are the only contractual agreement between the operator and the contractual partner regarding the subject matter of the contract. It replaces any previous verbal agreements and written communications with concessions of any kind.
If a party waives the enforcement of its right under these GTC or the notification of a violation of rights under these GTC, it shall not forfeit the right to handle this differently in future cases, unless the parties agree otherwise in writing. A waiver of any right under these T&Cs shall not constitute a waiver of any rights under any other provision of these T&Cs. All rights and obligations under these GTC shall therefore remain effective in principle beyond any waiver.
The contract, which is concluded on the basis of these Terms and Conditions upon registration, does not change the independence of both parties. In particular, the contract does not constitute a joint venture, franchise, trustee, employment or agency relationship.
25. Final provisions
The operator is entitled to use subcontractors. Even if subcontractors are used, the operator remains responsible for the fulfillment of the obligations assumed by him. For the purpose of fulfilling the contract and exercising the rights to which the operator is entitled under this contract, the operator may use other companies.
The Operator is entitled to transfer rights and obligations in whole or in part to third parties. The Operator may transmit such declarations to the User in text form (e.g. by e-mail).
Should individual provisions of these GTC be or become void or ineffective in whole or in part, the effectiveness of the remaining provisions shall not be affected. In place of any unincluded or invalid provisions of these GTC, statutory law shall apply. If such statutory law is not available in the respective case (loophole) or would lead to an unacceptable result, the parties shall enter into negotiations to find an effective provision that comes as close as possible to the economic purpose of the invalid provision.
There are no verbal collateral agreements. All agreements must be in text form. Failure on the part of the operator to respond to a letter does not constitute an evaluation, in particular no consent.
Place of performance is the registered office of VisiTrans GmbH.
Competent court of jurisdiction for the clarification of all facts, especially for disputes concerning the website and its extended services is Bückeburg.
The origin of these terms and conditions has been written in German language. The regulations of this German text have priority over its translations into other languages.
Place of jurisdiction for merchants in terms of the German Commercial Code (HGB) is the registered office of VisiTrans GmbH.
German law applies.
The application of the UN Sales Convention is excluded.
These General Terms and Conditions are construed in both the German and English language. In respect of the General Terms and Conditions' content and extent, the German version shall prevail.