Terms and Conditions
1. General/Scope of Application
1.1 These General Terms and Conditions (GTC) apply to “MANSIO” or “the platform”. MANSIO is a browser-based Internet portal operated by MANSIO GmbH, Bismarckstraße 2–8, 52066 Aachen (hereinafter “MANSIO”or “we/us”). The object of the platform is AI-based search and other digital services for registered freight forwarding companies and/or other registered transport companies (hereinafter referred to as “Customers”). The MANSIO software dissects long transport routes and thus enables the relay traffic of transport companies. Trailers or whole trucks are handed over from driver to driver at defined points suggested by the software. This shortens transport times, enables increased vehicle utilization, avoids unproductive downtime of vehicles, and thus creates more attractive working conditions for truck drivers. MANSIO is aimed exclusively at companies (B2B).
1.2 Any deviating or contradictory terms and conditions of the customer are not accepted and therefore do not apply. If applicable, separate contractual conditions accepted by the customer in the context of closed user groups in connection with the use of the platform shall only apply insofar as they do not deviate from or contradict these GTC.
1.3 In order to simplify the readability of these GTC, we refrain from the additional use of the female and/or the diverse form. The use of the masculine form is to be understood as gender-neutral.
2. Description and scope of our services
The use of the platform is possible against payment of a regular usage fee (subscription fee) if the criteria according to section 2.1 are fulfilled. The current usage fees are available on the platform under “Price List”.
2.1 Creation of a company account – activation by MANSIO
The use of the platform requires the successful creation of at least one company account by providing the required mandatory data about the company. Within the scope of a company account, there is the possibility of creating further – separately chargeable – branch accounts. Within the scope of a company account, it is possible to create an unlimited number of free user accounts for the individual employees (e.g., the dispatchers) of the customer.
Prerequisite for the successful activation/confirmation of a company account by MANSIO is the existence of a valid commercial register number of the company. MANSIO reserves the right to demand further evidence necessary for the proper operation of a transport company (e.g., sufficient insurance coverage). MANSIO also reserves the right to carry out information on the reliability of the company based on publicly available sources (e.g., Credit Reform) and/or to refuse the opening of a company account at its own dutiful discretion.
2.2 Provision of transport data by customer
After activation of the company account by MANSIO the customer can use MANSIO, especially provide his transport relevant data (e.g., planned tours, routes, transported goods, truck/container type etc.) digitally (e.g., via upload of certain file formats, API/interface for download by MANSIO) or manually via the input mask on the platform.
2.3 MANSIO Software searches for Truck to Truck Option (Matches)
The MANSIO software always searches for potential customer encounter traffic (so-called “truck to truck options”) using its AI-based algorithm and looks for the best possible matching option (“match”). If a Match is found, it is suggested to the relevant Customers, who then have the option to accept or reject the Match within the platform by clicking a button.
2.4 Acceptance of a Match Proposal – Exchange of Customer Data – Switching Info
In case of acceptance of a match, MANSIO is entitled to the contractually agreed matching remuneration; the MANSIO prices can be found on the platform”. In this case, both customers will be provided via MANSIO with the relevant data for contacting each other, i.e., the license plates of the trucks and the trailers as well as the telephone numbers provided by the customers for mutual accessibility of the drivers. In addition, the MANSIO software suggests a route-related suitable location for the change/exchange of the tractors and/or trailers at an external private or public area operator. If necessary, MANSIO offers the option of booking the exchange area in the name of and on behalf of both customers, which is again subject to separate remuneration.
2.5 Implementation of the change and successful termination of tours is the responsibility of the customers themselves.
The change and/or exchange of trailers and/or towing vehicles as well as the execution or termination of a tour is carried out independently and at the customers’ own risk and responsibility in accordance with their GTC. MANSIO does NOT become a contractual partner in relation to the execution or termination of tours. Exclusively the two customers, who accept a match and thereupon receive the mutual contact information and agree on the change/exchange, are in that case contractual partners in relation to the execution of the tour. The “matched” customers are obliged to report back to MANSIO immediately after the completion of a tour, its termination. This can be done (a) in the form of digital transmission of a handover protocol or (b) automatically via GPS signal, provided that the customers agree to the digital transmission to MANSIO.
2.6 Rejection of a match proposal
In the event that a customer rejects a MANSIO match proposal, the MANSIO software automatically searches for other potential matches. There is no obligation of the customer to accept a match.
2.7 Additional Services
MANSIO offers additional tour-accompanying services in the form of tour advisory (e.g., Track and Trace and Estimated Time of Arrival (ETA) as well as digital document handling (ECMR) and time slot analysis against separate remuneration; details are to be taken from the current price list.
2.8 We are entitled to make changes to the MANSIO website at any time.
2.9 Not subject of our services
Not subject of our services is the guaranteed finding of matches, the access to the internet or the operation of data lines or data networks as parts of the public internet. We are also not otherwise responsible for power failures or for failures of networks or servers over which we have no control.
Likewise, our services do not include verifying the information provided by customers when creating their company account, checking that customer information is up-to-date, or checking the information provided by external open space providers. We therefore assume no responsibility for the accuracy, completeness, or timeliness of the information or statements provided by customers or open space providers.
3. Obligations of the customer
3.1 The customer is always obliged to provide complete and exclusively correct information and to keep all data up-to-date at all times.
3.2 For the purpose of contacting the drivers, the customer is obliged to provide only telephone numbers that cannot be assigned to a specific driver.
3.3 The Customer shall be obliged to comply at all times with all legal provisions and requirements necessary for the transport of freight. In particular, he is obliged to ensure sufficient insurance coverage, to comply with the legal provisions on combating undeclared work and not to violate the law regulating a general minimum wage or truck driving times. The customer will also not use our services to prepare such violations.
3.4 Any changes at the customer, which may affect the execution of transports, are to be communicated to us immediately, at the latest within 48 hours by e-mail. This also includes the withdrawal of a business license, termination by the insurer or the like.
3.5 The customer is obliged to always exercise the care required in traffic, so that the execution of a change and the completion of a tour – as described in section 2.5 – is not endangered or made impossible and/or causes damage to the subcontractor; in particular, each customer is obliged to refrain from the following actions:
- Self-inflicted delay that prevents a match or the change (g., trailer exchange) (e.g., by starting the tour too late);
- Incompatibility of the tractor to the provided trailer/trailer through own fault, which actually prevents a match or the change/swap (g., another trailer is brought to the change location contrary to the match data);
- Providing a trailer/trailer that is not fully functional, such that the subcontractor justifiably refuses to proceed with the trip with the trailer;
- Use of a trailer body that was not agreed upon (e.g., dry van body instead of tarp);
- Improper securing of the load resulting in the Subcontractor being fined and/or causing other damage.
4. Availability of the platform
Our platform is generally accessible 24 hours a day, but constant and uninterrupted availability is technically not possible; in particular, security, and maintenance work as well as technical malfunctions beyond our control may lead to temporary inaccessibility of the platform. We make every effort to carry out maintenance work outside normal business hours if possible.
5. Rights to the platform and the database
5.1 We are the rights’ holder with respect to the MANSIO Software, the Platform, the content contained therein and the database(s) contained therein. All copyrights, trademarks, database rights and other proprietary rights are exclusively owned by us or our licensors. The use of scripts, bots, crawlers etc. by search software or comparable measures (esp. data mining, data extraction) is not permitted.
5.2 The customer is entitled to make data records visible on his screen and to make a printout thereof exclusively by using the functions provided by us via the platform. Any use beyond this is not permitted, in particular the automatic query through the use of scripts, bots, crawlers, etc. by search software or comparable measures (esp. data mining, data extraction, GPT, or other AI-based applications) is not permitted.
5.3 The customer may not use the information/data obtained via our platform, either in whole or in part, to build its own database and/or for any other commercial purposes that go beyond the purpose of using our platform. In particular, the linking, integration or other connection of our database(s) with other databases is not permitted; this also includes the use of AI-based services such as GPT.
5.4 If the customer transmits content (e.g., brands/logos, photo files) within the scope of the use of the platform, the customer grants us the right to use this content for the operation of our platform and services, including the placement and holding of the content in our database(s) for retrieval by third parties for all known and future types of use. The right of use includes in particular the right to reproduce, edit, modify, make publicly available (§ 19 a of Act on Copyright and Related Rights), transfer, sublicense, publish the content, e.g., in the context of our advertising material or advertising material of our cooperation partners or in the context of other marketing measures (e.g., re-targeting).
6. Pricing model
6.1 Subscription Fee
For the possibility of using the platform, a regular usage fee (subscription fee) is charged per company account and for each branch office created. The individual employee accounts are included in the price. The current prices can be found in the price list.
6.2 Matching Fee
For each Match accepted by the Customer, the Customer is obligated to pay the contractually agreed Matching Fee. The current prices can be found in the price list.
The matching fee is due regardless of whether a contract between “matched” customers is actually concluded and/or successfully carried out and / or terminated or not.
6.3 The prices do not include the statutory value added tax.
7. Payment modalities
7.1 The Subscription Fee(s) and the Matching Fee(s), if any, shall be invoiced to the Customer every 14 days by means of an invoice in the Portal and shall be due for payment immediately.
7.2 The usual payment options are offered.
7.3 Among other things, we offer payment by SEPA direct debit mandate. The customer shall provide the required data upon conclusion of the contract. By providing the bank details, the customer authorizes us to collect the payment due. Fees for returning debit notes for which the customer is responsible shall be borne by the customer.
7.4 Despite any provisions of the customer to the contrary, we shall first offset payments against any older debts of the removal provider and inform the customer of the nature of the offset. If costs and interest have already been incurred, we shall be entitled to set off the payment first against the costs, then against the interest and finally against the main service.
7.5 If we become aware of circumstances that call into question the creditworthiness of the customer (e.g., cessation of payments, return debit note), we shall make the entire remaining debt due. In this case, we shall also demand advance payments or the provision of security.
7.6 In the event of default in payment, the customer shall be obliged to pay interest on arrears at a rate of 8% p.a. above the base interest rate.
8.1 Cancellation requests of a customer in relation to a match already confirmed by him must be made immediately, at the latest, before receiving the contact information of the other match customer via the cancellation option within the platform; otherwise MANSIO may charge the agreed matching fee. MANSIO refers at this point to the cancellation rules of the customers, which are independent of this.
8.2 MANSIO is entitled to cancel an already accepted match if MANSIO has a recognized interest in doing so. This is in particular the case if a human or technical error is detected in the creation of the match, or if the other customer who has accepted the match has in turn cancelled or withdrawn the loading/unloading capacity at short notice via the platform.
9.1 The contract concluded with the customer for the use of the platform has a minimum term of 14 days and otherwise runs for an indefinite period. It may be terminated by either party at any time. The customer can terminate the contract by using the termination button provided on the platform, which leads to an e-mail form. The cancellation will be processed within 1-5 business days and will take effect as of the next 14-day billing period. The Matches accepted until the processing of the cancellation will still be invoiced by us regularly with the last billing.
9.2 If we terminate the contract with the customer, we will provide specific facts or circumstances that led us to this decision at least 30 days before the termination takes effect.
9.3 The right to extraordinary termination of the contract for good cause with immediate effect shall remain unaffected. Important reasons from our perspective are serious breaches of contractual obligations and/or breaches of commercial or other legal regulations (e.g., breach of minimum wage regulations, data protection laws, allowing illegal employment, withdrawal of a business license, termination by the insurer, or similar).
11.1 We shall be liable without limitation in the event of fraudulent intent, intent or gross negligence, within the scope of a guarantee expressly assumed by us, for damages arising from injury to life, limb or health, as well as in accordance with the provisions of the Product Liability Act.
11.2 In the event of a negligent breach of a material contractual obligation, the fulfillment of which is a prerequisite for the proper performance of this contract and on the fulfillment of which the customer regularly relies on and may rely on (so-called “cardinal obligation”), our liability shall be limited to the damage reasonably foreseeable at the time of the conclusion of the contract.
11.3 In all other respects, our liability is excluded
11.4 The above liability rules shall also apply to the conduct of our employees, legal representatives and vicarious agents.
If a third party asserts a claim against us due to a customer’s violation of applicable law (e.g., regulations on minimum wage, data protection, ban on moonlighting, driving times) or due to a customer’s violation of its obligations under these GTC, the customer shall be obliged to indemnify us against all claims, including the costs of reasonable legal defense, upon first request. The prerequisite in such a case is that we immediately inform the customer in text form of the claims asserted by third parties; the same applies if a customer (K1) asserts a claim against us due to a dispute arising from the contractual relationship between him (K1) and another customer (K2). In this case, K2 is obligated to indemnify us from all claims of K1, including the costs of reasonable legal defense, upon first request.
13. Data Protection; Data Access
13.2 Upon acceptance of a match, we grant the customer (K1) insofar access to the data necessary for contacting the other customer (K2). Customers never have direct access to the other customers’ data (privacy by design).
13.3 As an entrepreneur, the customer is also obliged to comply with the applicable data protection regulations, in particular the GDPR.
The customer is obligated to treat the content of a match and the related information, in particular the information for contacting, as confidential, unless applicable laws requiring the customer to disclose and pass on confidential information conflict with this. Excluded from the confidentiality obligation is information that was already generally known when a Match was transmitted or subsequently became generally known without any breach of confidentiality obligations, or that the customer lawfully received from third parties.
15. Contractual penalty
For each case of culpable violation of the aforementioned confidentiality obligation pursuant to Section 14 and/or culpable violation of one of the actions always to be refrained from pursuant to Section 3.5, a contractual penalty to be determined by us at our reasonable discretion and reviewable by the competent district or regional court shall be paid by the customer. The same shall apply if the customer forwards or sells a match proposal to third parties without our prior consent given in text form
16. Reservation of the right to make changes
16.1 We reserve the right to change the content of these GTC with a notice period of at least 15 days, whereby we inform the customer in advance about the change(s) in text form (e.g., via e-mail). In addition, we shall inform the customer of the date on which the changes take effect and of the customer’s special right of termination and the significance of the notice period.
16.2 The customer shall be entitled to terminate the contract, which shall take effect no later than the expiry of fifteen (15) days after receipt of the notification pursuant to Section 16.1. If the customer fails to give notice of termination, the contractual relationship for the use of our platform shall be subject to the amended GTC.
16.3 The customer may waive the period pursuant to Section 16.1 at any time after receipt of the notification of the GTC amendment(s), for example by a clearly confirming action (e.g., by registering on the platform again or by contacting the respective customer after confirmation of our match proposal before expiration of the period pursuant to Section 16.1).
17. Offsetting, Retention and Assignment
17.1 Unless otherwise stipulated or agreed, the parties shall not be entitled to assign or transfer all or any rights arising from the contractual relationship without the prior consent of the other party.
17.2 The Customer shall not be entitled to set-off or retention unless its counterclaims are undisputed or have been finally determined by a court of law.
18. Final Provisions
18.1 German law shall apply to the exclusion of the conflict of laws provisions of private international law and the UN Convention on Contracts for the International Sale of Goods (CISG).
18.2 The exclusive place of jurisdiction and performance shall be Aachen.
18.3 The invalidity of individual provisions of these GTC shall not result in the overall invalidity of these terms and conditions. Should individual provisions of these GTC be invalid, the remaining provisions shall remain valid. The invalid provision shall be replaced by a provision to be determined according to the will of the parties, which comes as close as possible to the economic purpose of the invalid provision. If the parties subsequently determine that an agreement in connection with these GTC or its components is incomplete, they shall resolve such discrepancies by agreement in text form, considering the purpose of the contract and the mutual economic interests.
Status: May 2023