GTC - Witte Digital

General Terms and Conditions

– valid from January 1, 2025 –

The solutions offered by WITTE:digital are brought to the market by

WITTE-Velbert GmbH & Co KG
Hoeferstr. 3-15
42551 Velbert

1. GENERAL

As an international automotive supplier, WITTE has developed a retrofit solution that enables digital (= keyless) locking and unlocking of vehicles as well as secure storage of the vehicle key: flinkey.
flinkey digitizes the operation of vehicle fleets by seamlessly sharing and accessing keys, as the solution is installed in the vehicle without modification of the vehicle, CAN/OBD plug-in or cable connection. Access to the vehicle is securely controlled via Bluetooth.
The flinkey solution includes the flinkey box including patented mechanics, individual component variants (key bed, lever position), hardware (electronics), software (firmware) and optional accessories (key fob power adapter). On the other hand, a flinkey service contract (= service contract), under which digital keys are provided, updated and withdrawn. A flinkey box cannot be actively used without a valid service contract.
Customers can use the flinkey portal for testing, piloting and for use in smaller fleets that do not require any booking logic.
The flinkey app (iOS > Apple Store, Android > Google Play Store) is available for locking and unlocking a vehicle equipped with a flinkey box.
The following general terms and conditions (GTC) apply to purchase contracts (flinkey boxes) and service contracts (flinkey service contracts). For the use of the flinkey portal and flinkey app, separate data protection and terms of use apply.
Regardless of the type of order (telephone, fax, e-mail, Internet or in the context of a personal meeting), the general terms and conditions of WITTE in the version valid at the time of the order shall apply exclusively.
The use of the customer’s general terms and conditions is expressly prohibited.
The customer’s terms and conditions shall not become binding even if the customer issues a counter-confirmation, for example by accepting an offer from WITTE with reference to its own terms and conditions. This shall also apply if WITTE provides services or deliveries without reservation or accepts payments without reservation.
Deviations from these Terms and Conditions shall only be effective if confirmed by WITTE in writing.
Customers within the meaning of these General Terms and Conditions are exclusively entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).
The acceptance of deliveries and services shall be deemed to be an acknowledgement of WITTE’s general conditions

2. OFFER AND CONCLUSION OF CONTRACT

The offers are subject to change. The presentation of the flinkey box on the WITTE homepage, in circulars, newsletters, catalogs or other media does not constitute a legally binding offer in accordance with §145 BGB. A purchase contract or service contract shall only come into effect with the written order confirmation from WITTE or the signing of the contract by both parties.

3. CONTRACTUAL OBJECTS

The subject matter of the contract is the delivery or service agreed in the individual contract or in the order confirmation.

Hardware
1. WITTE shall deliver the products in accordance with the agreements in the purchase contract. The delivered hardware shall remain the property of WITTE until the agreed price has been paid in full. Unless otherwise agreed, the customer shall be responsible for setting up or installing the hardware. Should the installation or installation be carried out by third parties, WITTE shall assume no liability for their services. If WITTE proposes third parties to the customer for the installation or assembly and the customer commissions them, WITTE shall only be liable for careful selection and only in the event of intent or gross negligence.
2. The possible versions of the flinkey box have each been developed for specific vehicle keys and are only permitted for use in the named vehicle makes or models. The vehicle keys for which a flinkey box is available can be viewed on the website at https://witte.digital/keyfobs/ or selected in the flinkey portal as part of the ordering process. Each flinkey box is produced individually for the type of key ordered. There is no stock-keeping. If a variant is selected incorrectly or is used differently than specified, e.g. for an unnamed vehicle manufacturer, this is at the customer’s risk. Subsequent changes to the order are only possible if production has not yet started. Since the products are manufactured individually to order, a cancellation after the start of production is excluded. Any liability on the part of WITTE in this regard is excluded.
3. The customer is informed that the flinkey box will be deactivated by WITTE after expiry of the flinkey Go contract and will therefore no longer be permanently functional.
4. A change of vehicle on the part of the customer or the customer’s customers during the term of the contract shall not entitle the customer to premature termination of a customer contract, even if the flinkey box can no longer be used for the new vehicle. In this case, however, WITTE shall endeavor to provide the customer with a new flinkey box from our existing range for a corresponding fee In this case, however, there is no right to replacement of the flinkey box.
Software
1. Provision of the software – The provision of standard software shall be carried out by WITTE to the customer as copyright-protected standard software, unless otherwise agreed in the service contract. The period of use and the type of provision or making available shall be governed by the provisions of the respective service contract. All standard programs, program modules and tools offered by WITTE, as well as all changes, additions, extensions and other modifications made to them, shall be deemed to be standard software. This shall also include the associated interfaces and documentation. Unless otherwise agreed, the software and documentation shall be provided either in German or English, depending on the order and the available language of the product and the associated documentation.
2. Scope of usage rights – The scope of permitted use and the type of usage rights are defined in the service contract. Unless otherwise agreed in the service contract, the intended use of the software is limited exclusively to use in car rental, car sharing or pool vehicle management.
  The customer undertakes to take technical precautions to prevent use of the software beyond the agreed scope. Unless otherwise stipulated in the service contract or in the order confirmation, a simple, i.e. non-exclusive, right to use the software is granted.
  Reproduction or copying of the software is only permitted to the extent necessary for operation in the intended system environment or for data backup purposes. The intellectual property rights to the licensed software shall remain with WITTE in all cases. In particular, it is not permitted to analyze the software by reverse engineering in order to reconstruct the source code or to gain knowledge about the architecture.
  The customer shall receive a simple, non-transferable right to use the third-party software provided by WITTE for the intended purpose. The respective license conditions of the third-party providers, which are available from WITTE on request, shall apply.
3. Right of termination for good cause – WITTE reserves the right to terminate the software licensing for good cause. Such cause shall be deemed to exist in particular if the customer culpably fails to make its due payments despite a reminder and setting a reasonable deadline, or is in default despite WITTE having duly provided its contractually agreed services. The customer shall receive a simple, non-transferable right to use the third-party software provided by WITTE for the intended purpose. The respective license conditions of the third-party providers shall apply, which are available from WITTE on request.
flinkey App
The use of the flinkey box and the related services require the use of the flinkey app and the flinkey portal. The flinkey app is only available for mobile devices with the iOS and Android operating systems and must be downloaded separately by all users. WITTE is not liable for the functionality of the mobile devices or for the services provided when using non-compatible mobile devices. This also applies in particular to rooted mobile devices.
Current versions of the Android and IOS operating systems and versions that are not older than two previous major versions to current versions are supported.
The mobile devices must also be BLE-capable.
1. Digital keys – As soon as someone is granted authorization for a vehicle and the authorized person has successfully installed an app to open & lock the vehicle on their smartphone, digital keys are provided and managed for the person or their smartphone. Digital keys are also exchanged and managed if opening and locking functionality is provided via other devices such as telematics devices.
2. Support – Unless otherwise specified in the Service Agreement, the supporting services provided by WITTE are in particular support services.

4. TIME OF SERVICE PROVISION

The delivery period for the delivery of a flinkey box is four weeks from the date of order confirmation. The services of the flinkey Go contract for the flinkey box are available from the day the flinkey box is dispatched.
Delivery dates and delivery periods are – unless expressly agreed otherwise – exclusively non-binding information.
If the goods are no longer available after ordering or only available with a considerable delay of more than approx. 4 weeks because WITTE is not supplied by its suppliers through no fault of its own despite the latter’s contractual obligation, WITTE shall be entitled to withdraw from the contract. In this case, WITTE shall inform the customer immediately that the ordered goods are no longer available. WITTE shall reimburse any payments made by the customer without delay. Further claims by the customer shall be excluded.
WITTE shall be entitled to make partial deliveries if this is reasonable for the customer.
WITTE shall not be responsible for delays in delivery due to force majeure. The contractual obligations shall be suspended for the duration of the force majeure event. If delivery or a service subsequently becomes impossible or unreasonable for WITTE or the customer due to such events, both parties shall have the right to withdraw from the contract.
Unless otherwise agreed, the goods shall be delivered ex works.
WITTE shall be free to choose the transport route and the transport company at its own discretion.

5. TRANSFER OF RISK

The risk of loss or damage to the goods shall pass to the customer as soon as the goods have been handed over to the carrier for shipment or have left the factory or warehouse for delivery, unless other arrangements have been agreed.

At the request of the customer, transport insurance can be taken out at his expense.

6. OBLIGATIONS OF THE CUSTOMER

The customer is responsible for the proper, non-slip installation of the flinkey box in the vehicle. The instructions in the operating instructions must be observed. flinkey boxes must always be installed in an area that is not visible from the outside and in a place that does not pose any danger. Unsuitable positions include, for example, mounting on parcel shelves, dashboards, passenger seats and rear seats.
Customers of the flinkey app and the flinkey portal are required to use them in accordance with the flinkey portal user manual. This contains specifications and examples.
In addition, each customer is responsible for managing the usage authorizations of their users. This means that they must ensure that users are granted/assigned the authorization(s) for (the correct) vehicles and, if necessary, revoked again. It is the customer’s responsibility to ensure that no unauthorized use is possible and to delete users’ profile data if necessary or at their request.
Customers must enable their users to use the flinkey solution correctly with the flinkey or another app. In addition, the customer shall inform its users of the applicable terms of use and data protection declarations and clearly point out their validity.
Customers will be informed immediately about required updates. To ensure the functionality and security of the flinkey solution, the customer undertakes to carry out any updates provided without delay.
The customer is advised that failure to carry out updates may result in the WITTE products no longer functioning properly.

7. DEFECTS

The customer is obliged to check the service provided for defects immediately and to report any defects as soon as possible in accordance with §377 ff HGB (German Commercial Code). The delivery shall be deemed approved if a notice of defects is not received in writing, by fax or e-mail within three working days of receipt of the goods at the place of destination or, if the defect was not recognizable during a proper inspection, within three working days of its discovery. Notifications of defects must be sent to WITTE in writing or in text form and should be formulated as comprehensibly as possible.
In the event of defects, WITTE shall have the right to remedy these at its own discretion by means of a replacement delivery or repair. The customer must allow a reasonable period of time for this. If WITTE is unable to remedy the defect within this period, the customer shall be obliged to set a second reasonable grace period before asserting any further claims and to indicate that it will refuse subsequent performance if this period expires without result. However, it shall not be necessary to set a deadline if WITTE refuses subsequent performance or if this is unreasonable for the purchaser.
In the event of an obviously unfounded or implausible notice of defects, WITTE reserves the right to assert claims for damages against the customer within the framework of the statutory provisions.
WITTE shall assume no liability for defects if the hardware and software products have been processed or modified by the customer or third parties for purposes other than those specified by WITTE for their use. However, this exclusion of liability shall not apply if the customer can prove that the defect is not attributable to these changes or that the error analysis and elimination of defects by WITTE is not impaired as a result.
If a third party asserts claims against the customer due to an infringement of property rights by WITTE, the customer shall be obliged to do so:
1. to notify WITTE of this immediately in writing,
2. to give WHITE sole control of the defense and all related settlement negotiations, to the extent possible; and
3. to provide WITTE with all reasonable support, in particular by providing relevant information on the use and any changes to the software products and by granting the necessary authorizations.
WITTE is not liable for claims due to legal infringements based on the following:
1. the use of outdated or modified versions of the Software Products if the infringement could have been avoided by using an up-to-date, unmodified version of the Software Products that would have been available to WITTE’s customer,
2. the combination, operation or use of the software products supplied in accordance with these GTC or the underlying individual contract with programs or data not originating from WITTE, if the infringement could have been avoided by using the software products without these programs or data, or
3. use of the software products that does not comply with the documentation.
If there is an infringement of third-party rights, WITTE may, at its own discretion, take remedial action as follows:
1. adapt the software product in such a way that it no longer infringes any rights and the performance is maintained, whereby the changes are acceptable and reasonable for the customer,
2. acquire a sufficient right of use for the customer to continue to enable the contractual use of the software,
3. replace the software products with alternative products that are appropriate and reasonable for the customer, which provide the same performance and can be used either without functional impairment or with a modification that is acceptable and reasonable for the customer, or
4. provide a new program version whose contractual use does not infringe any third-party property rights.
Furthermore, the provisions of this clause 7 shall apply accordingly in the event of defects of title, insofar as they are applicable mutatis mutandis.

8. STATUTE OF LIMITATION

The warranty period for claims by the customer due to material defects or defects of title is generally twelve months from the transfer of risk.

Statutory provisions on the limitation period for claims for damages by the customer shall also remain unaffected, in particular if WITTE has acted with intent, fraudulently or with gross negligence. The same shall apply if the compensation for damages is based on injury to life, limb or health or on the breach of a guarantee pursuant to Section 443 BGB.

9. GUARANTEE AND WARRANTY

WITTE’s explanations of the contractual items and their functions contained in instructions or other descriptions are intended solely to illustrate the possible uses. They do not represent any assurance of a specific durability, quality or other guarantee.

Statements made by WITTE regarding the object of performance shall only be deemed a guarantee in the legal sense if they are made in writing and are expressly designated as a “guarantee of durability or quality”.

10. PAYMENT MODALITIES

All prices are net prices excluding VAT, which the customer must pay in addition at the respective statutory rate.
The purchase price for the flinkey box must be paid within 14 days of the invoice date. WITTE is entitled to issue monthly collective invoices with a due date of 14 days instead of individual box-specific invoices. The purchase prices are ex works including packaging costs.
The service fee for a flinkey Go contract (Go contract for flinkey Box) is payable monthly. If the customer concludes a flinkey Go contract together with a purchase contract, the first service fee is due upon dispatch of the flinkey box. For subsequent months, the service fee is due for payment on the calendar day corresponding to the due date for the first service fee. If the customer already has a flinkey Box and has subsequently concluded a flinkey Go contract, the first service fee is due for payment upon conclusion of the contract. The due date for the service fees for subsequent months shall be the calendar day corresponding to the calendar day on which the flinkey Go contract was concluded. WITTE shall also be entitled to issue monthly collective invoices with a due date of 14 days instead of individual service-specific invoices.
If the customer defaults on payment, WITTE shall be entitled to demand default interest in the amount of 9 percentage points above the base interest rate per annum. The customer’s obligation to pay default interest shall not exclude the assertion of further damages caused by default by WITTE.
The customer shall only be entitled to offset against our claims if his claims have been legally established, if WITTE has acknowledged them or if his claims are undisputed.
If payment is not made on time, WITTE shall be entitled,
1. to assert all claims arising from this or other transactions, even if they are not yet due, against the customer immediately;
2. withhold deliveries or other services from this or other orders until all our outstanding claims from this or other orders from the customer have been fulfilled in full;
3. to demand an appropriate security deposit;
4. as well as in the case of the service fee for the flinkey box and a reminder already sent to discontinue the service for the flinkey box.
If, after conclusion of the contract, WITTE becomes aware of facts concerning a significant deterioration in the financial circumstances of the customer which, according to prudent business judgment, are likely to jeopardize the claim to consideration, WITTE may demand the provision of suitable security within a reasonable period of time or performance in return for consideration until the time of its performance. If the customer does not comply with WITTE’s justified request in good time, WITTE may withdraw from the contract or demand compensation. In this situation, WITTE may demand immediate payment of all amounts – including any deferred amounts.

11. RETENTION OF TITLE

WITTE retains ownership of the flinkey box and accessories until all its current and future claims arising from the purchase contract and an ongoing business relationship have been fulfilled, even if the specific goods have already been paid for.
As long as ownership has not yet been transferred, the customer must inform WITTE immediately if the delivered flinkey box is seized or exposed to other interventions by third parties.
In the event of resale/rental of the goods subject to retention of title, the Customer hereby assigns to WITTE as security all claims against its customers arising from the aforementioned transactions until all claims have been satisfied.
If the assigned claim is included in a current invoice, the customer hereby assigns to WITTE a part of the balance corresponding to the amount of this claim, including the final balance from the current account.
The customer shall be authorized to collect the claims assigned to us by WITTE until revocation. WITTE shall be entitled to revocation if the customer does not properly meet its payment obligations arising from the business relationship or if circumstances become known which are likely to significantly reduce the customer’s creditworthiness. If the conditions for exercising the right of revocation are met, the customer shall, at WITTE’s request, immediately disclose the assigned claims and their debtors, provide all information necessary for the collection of the claims, hand over the relevant documents to WITTE and notify the debtor of the assignment. WITTE shall also be entitled to notify the debtor of the assignment itself.
If WITTE asserts the retention of title, this shall only be deemed a withdrawal from the contract if this has also been expressly declared in writing by WITTE. The customer’s right to possess the reserved goods shall expire if it fails to fulfill its obligations under this or any other contract.

12. LIABILITY

WITTE is not liable for improper or unsuitable use of the products.
WITTE shall be liable without limitation for damages resulting from injury to life, limb or health.
WITTE’s liability for property damage and financial loss arising from pre-contractual, contractual or statutory liability claims is generally limited to intent and gross negligence.
The limitation of liability pursuant to clause 12.3 shall not apply to the breach of such contractual obligations which are essential for the proper performance of a customer contract or purchase and service contract and on the observance of which the customer may rely (so-called cardinal obligations or essential contractual obligations).
Liability for negligent breach of a material contractual obligation shall be limited to the damage typical for the contract, the occurrence of which WITTE had to expect at the time of conclusion of the contract due to the circumstances known to us at that time.
A further liability is excluded regardless of its legal basis. In particular, WITTE shall not be liable for lack of economic success, loss of profit, indirect damages, consequential damages and damages arising from third-party claims.
The above limitations of liability shall apply accordingly to the liability of WITTE’s legal representatives and vicarious agents.
Insofar as the scope of application of the Product Liability Act is opened up, WITTE shall be liable without limitation in accordance with its provisions

13. LIABILITY IN THE EVENT OF THEFT OF THE VEHICLE

Subject to a premium payment of currently € 30.00 plus statutory insurance tax by the customer to WITTE, which is payable in addition to the purchase price and the service fee in accordance with Clauses 8.1 and 8.2, for theft, embezzlement, robbery and extortion (the aforementioned cases of damage are hereinafter referred to as “theft”) as well as for the destruction of or damage to the vehicle in connection with its theft.

Prerequisite for liability – WITTE’s liability shall be subject to the customer first making an unsuccessful claim on its comprehensive insurance with its motor insurer. In the event of resale or rental of the flinkey box, the customer must prove that the user of the flinkey box has first made a claim against his motor insurer. We shall only be liable if the customer’s comprehensive insurer or, in the event of resale or rental of the flinkey box, the user’s comprehensive insurer rejects its obligation to indemnify on the grounds that the insurance cover no longer applies due to the use of the flinkey box and justifies this accordingly.
In addition, liability in the event of theft only exists if the following conditions are met:
1. A valid flinkey Go contract for the flinkey box must exist between us and the customer in relation to the stolen vehicle at the time the customer reports the damage. If the flinkey box is resold or rented, there must also be an effective contractual relationship between the customer and his customer at the time the vehicle is stolen, taking into account the requirements of these general conditions with regard to the use of the box,
2. The stolen vehicle and the flinkey box were locked at the time of the theft and the original vehicle key was stored in the flinkey box. The flinkey box was locked using the flinkey app or the app created by the customer or the customer’s customer and approved by us. The user of the vehicle has confirmed via app or remote interface before locking that the original vehicle key was stored in the flinkey box at the time of locking. If an app produced by the customer or by the customer’s customer is used, the customer shall ensure that such confirmation is requested from the user in the app or remote interface before the vehicle is locked
3. A flinkey box and a flinkey service were assigned to the vehicle at the time it was stolen or a service from a partner company, which are stored in the flinkey app, and the current vehicle registration number, which is noted on the vehicle registration document, is specified in the flinkey app. If the customer or the customer’s customer has created their own app for locking and unlocking the vehicle, they are obliged to ensure that the stolen vehicle can be assigned to a flinkey box,
4. The customer has duly fulfilled his obligations and duties arising from the purchase contract and flinkey Go contract. In the event of the resale or rental of the flinkey box, the customer must ensure that the obligations and duties arising from these General Terms and Conditions and the purchase contract and the flinkey Go contract are imposed on the user of the flinkey box accordingly; the user must have duly fulfilled these obligations and duties,
5. The customer has complied with its notification obligations in accordance with clause 13.3,
6. The customer has its place of business within the geographical borders of Europe, the non-European territories that fall within the scope of the European Union or a member state of the North American Free Trade Agreement (NAFTA)
7. The vehicle concerned must be registered in a state, have a currently valid vehicle registration and be normally based in a state that is located within the geographical borders of Europe or non-European territories that fall within the scope of the European Union or is one of the member states of the North American Free Trade Agreement (NAFTA)
8. The vehicle must have been located within the geographical borders of Europe, the non-European territories that fall within the scope of the European Union or a member state of the North American Free Trade Agreement (NAFTA) at the time of its theft and
9. The vehicle was covered by comprehensive insurance with a motor insurer at the time of its theft. We accept no liability for vehicles that are only covered by third party liability insurance.
Scope of liability – WITTE’s liability in the event of theft of the vehicle shall be limited to the current value of the vehicle at the time of its theft, but to a maximum of EUR 50,000 per vehicle. The limitation of liability shall not apply in the event of an intentional or grossly negligent breach of duty by us in connection with the theft of the vehicle, or in the event of injury to life, limb or health caused by WITTE. In these cases, WITTE shall be liable without limitation in accordance with the statutory provisions.
Customer’s duties of conduct and notification – In the event of damage, the customer must provide WITTE with the following documents / information:
1. A copy of the hull insurer’s official letter of refusal of liability. The rejection letter must contain a justification as to why the comprehensive insurer is not settling the claim;
2. a written confirmation from the customer that the vehicle was equipped with a flinkey box in which an original vehicle key was inserted at the time of the theft;
3. the transmission of the name and address of the policyholder of the comprehensive insurance and the current vehicle owner;
4. the vehicle registration document, vehicle registration certificate, any original keys still present and a copy of the police report and the damage report to the comprehensive insurer.

The customer agrees that WITITE may access the following data in order to check the claim for compensation:
- all user, vehicle, contract and flinkey box data stored in the flinkey app at the time the vehicle was stolen;
- If the customer or the customer’s customer has produced its own app for locking and unlocking the vehicle, the customer undertakes to provide us with the aforementioned data,
- authorizations to access the stolen vehicle during the period of theft,
- Vehicle access (locking and unlocking the vehicle) during the period of the theft
- the associated user data for the above points.

14. OBLIGATION OF CONFIDENTIALITY

The contracting parties are obliged to treat all confidential information as well as business and trade secrets that they receive within the scope of the contractual relationship as strictly confidential. In particular, this information may not be passed on to third parties or used for purposes other than the fulfillment of contractual obligations. Access to confidential information shall be restricted exclusively to employees or agents who require it for the fulfillment of the contract. In addition, WITTE’s contractual partner shall be liable for any breaches by these persons.

Confidential information within the meaning of Section 14.1 is all information (whether written, electronic, verbal, digitally embodied or in any other form) that is disclosed by WITTE to the customer or a company affiliated with the customer within the meaning of Sections 15 et seq. AktG (German Stock Corporation Act) within the scope of or in connection with our business relationship. Confidential information includes in particular
1. trade secrets, products, manufacturing processes, know-how, inventions, business relationships, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data);
2. any documents and information of WITTE that are subject to technical and organizational confidentiality measures and are marked as confidential or are to be regarded as confidential due to the nature of the information or the circumstances of the transmission
3. the existence of the present contractual relationship and its content.
Non-confidential information is information that
1. were known or generally accessible to the public prior to disclosure or transfer by WITTE or become so at a later date without breach of a confidentiality obligation;
2. were already demonstrably known to the customer prior to disclosure by WITTE and without breach of a confidentiality obligation;
3. were obtained by the customer without using or referring to Confidential Information of WITTE itself; or
4. be given or made accessible to the customer by an authorized third party without breach of a confidentiality obligation.
The customer undertakes, during the term of the contract and for a further 2 years thereafter, to
1. to treat the Confidential Information as strictly confidential and to use it only in connection with the purpose of this Agreement;
2. disclose the Confidential Information only to those representatives or employees who need to know this information for the purpose of this contract, provided that the Customer ensures that its representatives and employees comply with the obligations set out herein as if they themselves were bound by them. Insofar as the customer makes its vehicle fleet available to third parties (customers of the customer) / or employees, it shall be entitled to pass on such information as is necessary for handling the opening and locking mechanism;
3. also to secure the Confidential Information against unauthorized access by third parties through appropriate confidentiality measures and to comply with the statutory and contractual provisions on data protection when processing the Confidential Information. This also includes technical security measures adapted to the current state of the art (Art. 32 GDPR) and the obligation of employees to maintain confidentiality and comply with data protection (Art. 28 para. 3 lit. b GDPR);
4. if the customer is obliged to disclose part or all of the Confidential Information due to applicable legal provisions, court or official orders or due to relevant stock exchange regulations, to inform WITTIE of this immediately in writing (insofar as legally possible and practicable) and to make all reasonable efforts to limit the scope of disclosure to a minimum and, if necessary, to provide WITTIE with all reasonable assistance in seeking a protective order against the disclosure of all or part of the Confidential Information.
WITTE has, without prejudice to our rights under the law on the protection of trade secrets “GeschGehG”, all rights of ownership, use and exploitation with regard to the Confidential Information. WITT reserves the exclusive right to apply for industrial property rights. The customer shall not acquire any ownership or – with the exception of use for the present contractual purpose – any other rights of use to the Confidential Information (in particular to know-how, patents applied for or granted on it, copyrights or other property rights) on the basis of the present provisions or otherwise due to implied conduct.
The Customer shall refrain from commercially exploiting or imitating the Confidential Information itself in any way outside the present contractual purpose (in particular by way of so-called “reverse engineering”) or having it exploited or imitated by third parties and in particular from applying for industrial property rights – in particular trademarks, designs, patents or utility models – on the Confidential Information.
If the customer or the customer’s employees or other persons for whom the customer is responsible pursuant to Sections 31, 278, 831 BGB breach the present obligations, we shall be entitled to payment of a no-fault contractual penalty by the customer in an appropriate amount, whereby WITTE shall determine the amount at its reasonable discretion within the meaning of Section 315 BGB and the appropriateness of the contractual penalty may be reviewed by the competent court in the event of a dispute. We reserve the right to assert further claims for damages.
The obligations set out herein shall remain unaffected by the termination of the contractual relationship between the Customer and WITTE.

15. CONTRACT TERM

Unless otherwise agreed, a flinkey Go contract can be concluded for a flinkey box with a fixed term of one month, calculated from the start of the contract. The contract term of a flinkey Go contract begins with the dispatch of the goods. The contract term is determined when the contract is concluded. Ordinary termination during the fixed term is excluded.
After expiry of the fixed term, a flinkey Go contract is automatically extended by 1 month at the conditions specified in the order. The notice period for the initial contract term is 14 days to the end of the contract. For the extended contract term of 1 month in each case, the notice period is also 14 days to the end of the contract.
The right to terminate for good cause remains unaffected for the customer and for us. Good cause entitling us to terminate the contract shall be deemed to exist in particular if:
1. a cooperation partner of ours permanently discontinues its service and a replacement procurement is not commercially and / or technically reasonable for us;
2. if the security of the locking mechanism and/or the security of the data transmission of telemetry data can no longer be guaranteed by us despite compliance with all technical security mechanisms that are customary and reasonable for us at the time of the contract term to prevent access by unauthorized third parties
3. if our business liability insurance cancels the insurance cover for damage in connection with the theft of vehicles for reasons for which we are not responsible. In this case, we will reimburse the customer for the pro rata temporis value of the flinkey box
Cancellation can be made in writing or via the flinkey portal, stating the customer and contract number.

16. PUBLIC RELATION

WITTE shall be authorized to use the customer’s name as a reference, provided that this does not conflict with any legitimate interests of the customer. Should the customer assert such legitimate interests, it must inform WITTE of this independently and in writing. In this context, WITTE shall also be entitled to use the customer’s logo.

17. RIGHT OF REVIEW

WITTE shall be entitled, at its own expense and after prior notice, to check whether the contractual agreements are being complied with.

18. FINAL PROVISIONS

The customer may only transfer rights and obligations arising from or in connection with a contract to third parties with the written consent of WITTE. This shall not apply to the transfer of the product to customers of the customer who use the customer’s vehicle fleet.
Should individual provisions be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, a provision that comes as close as possible to its economic purpose shall be deemed to have been agreed.
The substantive law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the rules of private international law.
The exclusive place of jurisdiction is the local or regional court responsible for our registered office. However, we are at liberty to sue the customer at his legal place of jurisdiction.