Terms and conditions

The solutions offered by WITTE:digital are produced, provided and brought to market by

WITTE Velbert GmbH
Hoeferstr. 3-15
42551 Velbert

 

1 GENERAL

  1. As an international automotive supplier, we have developed a retrofit solution for locking and unlocking vehicles for the automotive aftermarket. This enables keyless locking and unlocking, as well as secure storage of the car key. The retrofit solution consists of a box including the necessary mechanics, hardware (electronics), software components (firmware) and accessories (adapters, cables) (hereinafter collectively referred to as the “flinkey Box”). Customers have the option of locking and unlocking their vehicles via an app (hereinafter referred to as the “flinkey app”). We also offer a flinkey Box variant that is provided as pure hardware without a digital service (“flinkey Box derivative”). The product portfolio enables our customers to flexibly combine the product components relevant to them.
  2. These general conditions apply to purchase contracts and flinkey Go contracts for a flinkey Box or a flinkey Box derivative. With regard to the flinkey app, the flinkey portal, which are to be used for the use of WITTE Digital Services and access to vehicle-related data, the respective separate data protection and usage conditions apply.
  3. Irrespective of the type of order (telephone, fax, e-mail, Internet or store), our general terms and conditions apply exclusively in the version valid at the time of the order. We do not recognize general terms and conditions that conflict with or deviate from our general terms and conditions unless we have expressly agreed to their validity in writing. Our General Terms and Conditions shall also apply if we carry out a delivery or service without reservation in the knowledge that the customer’s terms and conditions conflict with or deviate from our General Terms and Conditions.
  4. Customers within the meaning of these General Terms and Conditions are exclusively entrepreneurs within the meaning of § 14 BGB (German Civil Code).
  5. Acceptance of our deliveries and services shall be deemed as acknowledgement of our General Terms and Conditions.

2 OFFER AND CONCLUSION OF CONTRACT

  1. Our offers are subject to change. The presentation of the flinkey Box, the flinkey Box derivative on our homepage, in circulars, newsletters, catalogs or other media does not constitute a legally binding offer. A purchase contract and/or flinkey Go contract for a flinkey Box, a flinkey Box derivative is only concluded when we receive an order from the customer and we accept this order in writing, by fax or by e-mail.

3 SUBJECT MATTER OF A PURCHASE CONTRACT AND A FLINKEY GO CONTRACT

  1. The object of a purchase contract for a flinkey box or a flinkey box derivative is the handover and transfer of ownership of a flinkey box or the flinkey box derivative to the customer. Furthermore, when using the flinkey Box, it is possible to determine the GPS position of the vehicle via the smartphone. The subject of a flinkey Go contract is the digitization of the vehicle key. This enables the customer to grant the use of a vehicle to a large number of people (hereinafter also referred to as “service” in connection with the flinkey Box).

4 PRODUCT CHARACTERISTICS

  1. The properties of the flinkey Box, the flinkey Box derivative and the application options are described in detail in our product description and the respective operating instructions, which can be viewed online at https://manual.flinkey.com/. Upon delivery of the product ordered by the customer, the customer also receives a Quick Start Guide.
  2. The possible versions of the flinkey Box and the flinkey Box derivative are designed for specific vehicle types and are only permitted for use in supported vehicle types. Which vehicle types are supported can be viewed in the flinkey portal. If a flinkey Box or a flinkey Box derivative is used by the customer in vehicle types that are not listed in the flinkey portal, this is done at the customer’s risk. WITTE accepts no liability in this respect.
  3. The customer is advised that the flinkey Box will be deactivated by us after expiry of the flinkey Go contract and will therefore no longer be permanently functional.
  4. The use of the flinkey Box, the flinkey Box derivative 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 procured separately by the customer or their customers at their own expense. We are not liable for the functionality of the mobile end devices or for the services provided when using non-compatible mobile end devices. This 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. If versions older than the above-mentioned versions are used, the customer is not entitled to support services from us for these versions. Due to the large number of smartphone manufacturers and smartphone types, we cannot guarantee that all smartphones with valid operating system versions will work with WITTE products. This must be checked by the customer on a case-by-case basis. The customer or their customer shall be excluded from official support services if they use a rooted smartphone or an operating system bundle not officially supported by the respective smartphone manufacturer or if the use of the flinkey app is disrupted by malware due to inadequate protective measures. The mobile devices must have Bluetooth connectivity, i.e. be BLE-capable.
  5. Mobile keys sent by us to smartphones are valid for up to 7 days. We begin to automatically renew the key after 4 days and reserve the right to change the period of validity and the update interval at our discretion. The customer must ensure that the access-authorized smartphones are regularly connected to the Internet within the validity period so that the extension can take place. The customer must inform his customers accordingly. Otherwise, the corresponding smartphone can no longer be used for access to the corresponding locking product after the validity period has expired until the smartphone is reconnected to the Internet and a new Mobile Key is sent by us. The respective user can check in the WITTE app whether and for how long a Mobile Key is available offline.

5 DELIVERY / AVAILABILITY

  1. The delivery period for the delivery of a flinkey Box or a flinkey Box derivative is generally four weeks from the date of our order confirmation. The services of the flinkey Go contract for the flinkey Box are available from the date of dispatch of the flinkey Box. Delivery periods are non-binding unless we have previously designated them as binding. The agreement of binding delivery periods or dates must be made in writing.
  2. The delivery period shall commence upon conclusion of the contract, but not before the customer has provided all documents, approvals, releases, clarification of all technical issues and receipt of an agreed payment.
  3. Unless expressly agreed otherwise, our delivery dates and delivery periods are exclusively non-binding. If a non-binding delivery date is exceeded by more than two weeks, the customer may request us to deliver within a reasonable period of at least two weeks. A delivery deadline shall be deemed to have been met if the goods have left our factory or warehouse by the expiry of the delivery deadline.
  4. If the goods can no longer be delivered after ordering or only with a considerable delay of more than 4 weeks because we are not supplied by our supplier through no fault of our own despite the supplier’s contractual obligation, we are entitled to withdraw from the contract. In this case, we shall inform the customer immediately that the ordered goods are no longer available. We shall immediately reimburse any payments made by the customer. Further claims by the customer are excluded.
  5. We are entitled to make partial deliveries if this is reasonable for the customer.
  6. Unforeseeable, extraordinary events for which we are not responsible, such as natural disasters, labor disputes, operational disruptions, official measures, epidemics, pandemics, transport or network disruptions or other cases of force majeure, regardless of whether these events occur with us or our upstream suppliers / service partners, shall release us from the obligation arising from the respective purchase contract and/or flinkey Go contract; hindrances of a temporary nature, however, only for the duration of the hindrance plus a reasonable start-up period. If such events subsequently make the delivery or a service impossible or unreasonable for us or for the customer, both parties shall have the right to withdraw from the contract.
  7. Unless otherwise agreed, the goods shall be delivered ex works.
  8. In the case of deliveries ex works, shipment and transportation shall always be at the customer’s expense and risk. This shall also apply if delivery is made from the warehouse of a third party (drop shipment). The risk shall pass to the customer, even in the case of partial delivery, as soon as the consignment has been handed over to the person carrying out the transportation or has left our warehouse for the purpose of dispatch or, in the case of delivery ex works, has left our works.
  9. We are free to choose the transport route and the transport company according to our best judgment. The customer must notify us in writing of any transport damage immediately upon receipt of the goods, stating the nature and extent of the damage. The goods shall only be insured against damage or loss in transit at the customer’s express request, at the customer’s expense and for the customer’s account.
  10. The following delivery restrictions apply: We only deliver to customers who have their habitual residence (billing address) within the EU or Switzerland and can provide a delivery address in the same country.

 

6 RIGHTS AND OBLIGATIONS OF THE CUSTOMER

The following applies to the flinkey Box and the flinkey Box derivative:

  1. All copyrights / industrial property rights to the flinkey Box or the flinkey Box derivative remain with us.
  2. The customer is responsible for the proper, non-slip implementation of the flinkey Box or the flinkey Box derivative in an area of the vehicle that is not immediately visible from the outside. The instructions in the operating manual must be observed. Storage positions that could pose a hazard (e.g. mounting on the parcel shelf, dashboard, front passenger seat, rear seat, etc.) must be avoided.
  3. The customer is responsible for ensuring that the flinkey Box or the flinkey Box derivative is clearly assigned to a vehicle via its serial number in the flinkey portal. In order to enable a clear assignment, the specifications in the operating instructions and in the flinkey portal must be observed. Furthermore, the customer is responsible for ensuring that user authorizations are granted and assigned to the correct vehicle.
  4. The customer is responsible for enabling its customers to access the flinkey app. The customer is responsible for managing the user authorizations of its customers. It is the customer’s responsibility to ensure that no unauthorized use is possible. In addition, the customer shall inform its customers of our applicable terms of use and clearly point out their validity.
  5. We will inform the customer about updates. To ensure the functionality and security of the flinkey Box or the flinkey Box derivative, the customer undertakes to carry out the updates provided by us or our cooperation partner without delay. The customer must ensure that his customers also carry out the necessary updates without delay. The customer is advised that failure to carry out updates may result in the WITTE products no longer functioning properly.
  6. Defects in the flinkey Box or the flinkey Box derivative must be reported to us immediately.

 

7 RIGHTS AND OBLIGATIONS OF WITTE

The following applies to the flinkey Box and the flinkey Box derivative:

  1. We guarantee that the flinkey Box or the flinkey Box derivative is in a technically flawless condition at the time of the transfer of risk in accordance with Section 5.7 and that no third-party rights prevent the contractual use of the flinkey Box or the flinkey Box derivative. For the term of a flinkey Go contract, we shall provide the customer and its customers with the option of using the flinkey cloud infrastructure.

 

8 TERMS OF PAYMENT

  1. All prices are net prices excluding VAT, which the customer must pay in addition at the respective statutory rate.
  2. The purchase price for the flinkey Box, the flinkey Box derivative must be paid within 14 days of the invoice date. We are 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.
  3. 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 when the contract is concluded. The due date for the service fees for the following months shall be the calendar day corresponding to the calendar day on which the flinkey Go contract was concluded. We are also entitled to issue monthly collective invoices with a due date of 14 days instead of individual service-specific invoices.
  4. If the customer defaults on payment, we shall be entitled to charge interest on arrears at a rate of 9 percentage points above the base interest rate per annum. The customer’s obligation to pay default interest does not exclude the assertion of further default damages by us.
  5. The customer is only entitled to offset against our claims if his claims have been legally established, if we have acknowledged them or if his claims are undisputed.
  6. If payment is not made on time, we may, notwithstanding Clause 8.4
  • immediately assert all claims against the customer arising from this or other transactions, even if they are not yet due;
  • withhold our deliveries or other services from this or other orders until all our outstanding claims from this or other orders of the customer have been satisfied in full;
  • demand an appropriate security deposit.

If the service fee for the flinkey Box or the flinkey Box derivative is not paid on time, we shall be entitled to immediately discontinue the service for the flinkey Box or flinkey Box derivative.

If, after conclusion of the contract, we become aware of facts about a significant deterioration in the customer’s financial circumstances which, according to our best commercial judgment, are likely to jeopardize our claim to consideration, we may demand the provision of suitable security within a reasonable period of time or performance in return for consideration until the time of performance. If the customer does not comply with our justified request in good time, we may withdraw from the contract or demand compensation. In this situation, we may demand immediate payment of all amounts – including any deferred amounts.

 

9 FLINKEY BOX / FLINKEY BOX DERIVATIVE; CHANGE OF VEHICLE

A change of vehicle on the part of the customer or the customer’s customers during the term of the contract does not entitle the customer to premature termination of a customer contract, even if the flinkey Box or the flinkey Box derivative can no longer be used for the new vehicle. In this case, however, we will endeavor to provide the customer with a new flinkey Box or a new flinkey Box derivative from our existing range for a corresponding fee. In this case, however, there is no entitlement to replacement of the flinkey Box or the flinkey Box derivative.

 

10 RETENTION OF TITLE

  1. We retain title to the flinkey box, the flinkey box derivative and accessories until all our current and future claims arising from the purchase contract and an ongoing business relationship have been settled, even if the specific goods have already been paid for.
  2. As long as ownership has not yet been transferred, the customer must inform us immediately if the delivered flinkey box or the delivered flinkey box derivative is seized or exposed to other interventions by third parties.
  3. In the event of resale/rental of the goods subject to retention of title, the customer hereby assigns to us as security all claims against his customers arising from the aforementioned transactions until all our claims have been satisfied. If the assigned claim is included in a current account, the customer hereby assigns to us 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 until revoked by us. We are entitled to revoke this authorization if the customer does not properly meet his payment obligations arising from the business relationship with us or if we become aware of circumstances that are likely to significantly reduce the customer’s creditworthiness. If the conditions for exercising the right of revocation are met, the customer shall, at our request, immediately inform us of the assigned claims and their debtors, provide all information necessary for the collection of the claims, hand over to us the relevant documents and notify the debtor of the assignment. We are also entitled to notify the debtor of the assignment ourselves.
  4. If the nominal value (invoice amount of the goods or nominal amount of the claim rights) of the securities existing for us exceeds the secured claims by more than 20% in total, we shall be obliged to release securities of our choice at the customer’s request.
  5. If we assert the retention of title, this shall only be deemed a withdrawal from the contract if we expressly declare this in writing. The customer’s right to possess the reserved goods shall expire if he fails to fulfill his obligations under this or any other contract.

11 WARRANTY

  • Proposal: We shall not be liable for defects which the buyer is aware of or is grossly negligently unaware of at the time of conclusion of the contract in accordance with § 442 BGB.
  • Claims for defects on the part of the buyer shall only exist if the buyer has fulfilled his statutory inspection and notification obligations. The customer is obliged to carefully inspect the delivered flinkey box or the delivered flinkey box derivative for completeness and correctness upon receipt. 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 destination or, if the defect was not recognizable during a proper inspection, within three working days of its discovery.
  • The customer shall initially have the choice of whether subsequent performance is to be effected by repair or replacement. However, we are entitled to refuse the type of subsequent performance chosen by the customer if this is associated with disproportionately high costs for us and the other type of subsequent performance does not represent a disadvantage for the customer.

 

During the subsequent performance, a reduction of the purchase price as well as a withdrawal from the contract by the customer are excluded.
If the subsequent performance has failed or if we have refused it, the customer may, at his discretion, demand a reduction in the purchase price or declare his withdrawal from the contract.

The customer must set us a deadline for subsequent performance. As soon as the customer has informed us of the defect and a reasonable period has elapsed without success, the customer shall also be entitled to withdraw from the contract or reduce the purchase price.

The customer may only assert a claim for damages if subsequent performance has failed or we have refused subsequent performance. No deadline needs to be set for this. (Clause 12)

Consequently, the expenses required for the purpose of subsequent performance, in particular transport, travel, labor and material costs, shall be borne by us.

  • If the customer accepts defective goods although he recognizes the defect, he shall only be entitled to claims and rights in the event of defects if he reserves these rights due to the defect upon acceptance.

 

12 LIABILITY

  1. We are not liable for improper or unsuitable use of the products.
  2. We are liable without limitation for damages resulting from injury to life, body or health.
  3. Our liability for property da
  4. mage and financial loss arising from pre-contractual, contractual or statutory liability claims is limited to intent and gross negligence.
  5. 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 execution 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).
  6. Liability for negligent breach of a material contractual obligation shall be limited to the damage typical of the contract, the occurrence of which we had to expect at the time of conclusion of the contract on the basis of the circumstances known to us at that time.
  7. Any further liability is excluded regardless of its legal basis. In particular, we shall not be liable for lack of commercial success, loss of profit, indirect damage, consequential damage and damage arising from third-party claims.
  8. The above limitations of liability shall apply accordingly to the liability of our legal representatives and our vicarious agents.
    Insofar as the scope of application of the Product Liability Act is opened up, we 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 EUR 30 plus statutory insurance tax by the customer to us, which is payable in addition to the purchase price and the service fee in accordance with Section 8.1 or 8.2, we shall also be liable in addition to our liability in accordance with Section 12 in accordance with the following provisions for the loss of the vehicle due to 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.

13.1 Conditions for liability

Our liability presupposes that the customer first makes an unsuccessful claim on his comprehensive insurance with his motor vehicle insurer. In the event of resale or rental of the flinkey Box or the flinkey Box derivative, the customer must prove that the user of the flinkey Box or the flinkey Box derivative has first made a claim against his motor vehicle insurer. We shall only be liable if the customer’s comprehensive insurer or, in the case of resale or rental of the flinkey Box or the flinkey Box derivative, the user’s comprehensive insurer refuses to accept liability on the grounds that the insurance cover no longer applies due to the use of the flinkey Box or the flinkey Box derivative and justifies this accordingly.

In addition, our liability in the event of theft shall only apply if the following conditions are met:

  • At the time of the customer’s damage report, an effective flinkey Go contract for the flinkey Box must exist between us and the customer in relation to the stolen vehicle. If the flinkey Box or flinkey Box derivative is resold or rented, there must also be an effective contractual relationship between the customer and his customer at the time of the theft of the vehicle, taking into account the provisions of these General Terms and Conditions with regard to the use of the box or derivative,
  • the stolen vehicle and the flinkey Box or the flinkey Box derivative were locked at the time of the theft and the original vehicle key was stored in the flinkey Box or the flinkey Box derivative. The flinkey Box or flinkey Box derivative 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 or the flinkey Box derivative 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 locking,
  • a flinkey Box or a flinkey Box derivative and a flinkey service or a service from a partner company, which are stored in the flinkey app, were assigned to the vehicle at the time of its theft, 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 vehicle locking and unlocking, they are obliged to ensure that the stolen vehicle can be assigned to a flinkey Box or a flinkey Box derivative,
  • the customer has properly 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 or the flinkey Box derivative, 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 or the flinkey Box derivative accordingly; the user must have duly fulfilled these obligations and duties,
  • the customer has fulfilled its notification obligations in accordance with clause 13.3,
  • the customer has its place of business in 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)
  • 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 the non-European territories that fall within the scope of the European Union or is a member state of the North American Free Trade Agreement (NAFTA)
  • at the time of its theft, the vehicle must have been located within the geographical borders of Europe, the non-European territories falling within the scope of the European Union or a member state of the North American Free Trade Agreement (NAFTA), and
  • the vehicle was covered by comprehensive insurance with a motor vehicle insurer at the time of its theft. We accept no liability for vehicles that are only covered by motor vehicle liability insurance.
  • Scope of liability

Our liability in the event of theft of the vehicle is 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 us. In these cases, we shall be liable without limitation in accordance with the statutory provisions.

  • Duties of conduct and notification of the customer

In the event of damage, the customer must provide us with the following documents / information:

  • A copy of the hull insurer’s official letter of refusal of liability. The letter of refusal must contain a justification as to why the comprehensive insurer will not settle the claim;
  • written confirmation from the customer that the vehicle was equipped with a flinkey Box or a flinkey Box derivative in which an original vehicle key was inserted at the time of the theft;
  • the name and address of the policyholder of the comprehensive insurance and the current vehicle owner;
    the vehicle registration document, vehicle registration certificate, original keys still present and a copy of the police report and the damage report to the comprehensive insurer.

The customer agrees that we may access the following data in order to check the claim for compensation:

  • all user, vehicle, contract and flinkey Box or flinkey Box derivative data stored in the flinkey App at the time the vehicle was stolen;
    If the customer or the customer’s customer has created their 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 accesses (locking and unlocking the vehicle) during the period of the theft,
  • the associated user data for the above points.

14 CONFIDENTIALITY OBLIGATION

 

14.1 As part of our business relationship with the customer, confidential information as defined below (whether explicitly or as part of the products sold) is made available to the customer. The customer is aware that this Confidential Information was not previously known or readily accessible either in its entirety or in its details, is therefore of commercial value, is protected by appropriate confidentiality measures on our part and in which there is a legitimate interest in its confidentiality. If Confidential Information does not meet the requirements of a trade secret within the meaning of the German Trade Secrets Act (“GeschGehG”), this information shall nevertheless be subject to the following confidentiality obligations.

14.2 Confidential information within the meaning of Section 14.1 is all information (whether written, electronic, verbal, digitally embodied or in any other form) that we provide to the customer or a company affiliated with the customer within the meaning of Sections 15 et seq. AktG within the scope of or in connection with our business relationship. Confidential information includes in particular

Trade secrets, products, manufacturing processes, know-how, inventions, business relationships, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data);
any documents and information from us 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 transmission
the existence of the present contractual relationship and its content.

14.3 No confidential information is information that

  1. was known or generally accessible to the public prior to disclosure or transfer by us or becomes so at a later date without breach of a confidentiality obligation;
  2. was already demonstrably known to the customer prior to disclosure by us and without breach of a confidentiality obligation;
  3. were obtained by the customer without using or referring to Confidential Information from us; or
  4. is handed over or made accessible to the customer by an authorized third party without breach of a confidentiality obligation.

14.4 During the term of the contract, the customer undertakes to

  • to treat the Confidential Information as strictly confidential and to use it only in connection with the purpose of this contract;
  • to disclose the Confidential Information only to those representatives or employees who need to know this information for the purpose of this Agreement, 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. If the customer makes its vehicle fleet available to third parties (customers of the customer) / or employees, it is entitled to pass on the information required for handling the opening and locking mechanism;
  • to also 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);
  • 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 us immediately in writing (as far 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 us with all reasonable assistance to obtain a protective order against the disclosure of all or part of the Confidential Information.

14.5 Notwithstanding our rights under the GeschGehG, we have all rights of ownership, use and exploitation with regard to the Confidential Information. We reserve 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 thereon, copyrights or other industrial property rights) on the basis of the present provisions or otherwise due to implied conduct.

14.6 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.

14.7 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 these obligations, we shall be entitled to payment of a contractual penalty by the customer in an appropriate amount irrespective of fault, whereby we shall determine the amount at our 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 claim further damages.

14.8 The obligations set out above shall remain unaffected by the termination of the contractual relationship between the customer and us.

15 TERM OF CONTRACT

  • Unless otherwise agreed, a flinkey Go contract for a flinkey Box and/or a flinkey IQ can be concluded 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.
  • At the end 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
  • a cooperation partner of ours permanently discontinues its service and it is not commercially and/or technically reasonable for us to procure a replacement;
  • if we can no longer guarantee the security of the locking mechanism and / or the security of the data transmission of telemetry data despite compliance with all technical security mechanisms that are common and reasonable for us at the time of the contract term to prevent access by unauthorized third parties
  • 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 or the flinkey Box derivative.
  • Notice of termination can be given in writing or via our flinkey portal, stating the customer and contract number.

 

16 FINAL PROVISIONS

  • The customer may only transfer rights and obligations arising from or in connection with a contract to third parties with our written consent. This does 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 the economic purpose of the invalid or unenforceable provision shall be deemed to have been agreed.
  • The substantive law of the Federal Republic of Germany shall apply, to the exclusion of 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.