1.1 These General Terms and Conditions (“AGB") of Conlio Technologies GmbH, registered in the commercial register of the Charlottenburg District Court under 264425 B and with the business address Schwedter Str. 16, 10119 Berlin ("Conlio") apply to customers of Conlio ("Customers"), the services offered with Conlios ("Services") to review relevant documents, including transport orders, tariff sheets/contractual agreements with transport companies and freight invoices ("Documents") and using Conlio's software solution for automating freight inspection processes ("Software") want to check.
1.2 Conlio only concludes contracts for the use of the software with customers who are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).
1.3 The relevant language for the contractual relationship is German. Translations of these Terms and Conditions into other languages are for informational purposes only. In the event of contradictions, the German version applies.
1.4 Differing, conflicting or supplementary general terms and conditions of the customer will only become part of the contract if Conlio has expressly agreed to them in text form. This consent requirement applies in all cases, for example even if the partner refers to its general terms and conditions when concluding the contract and Conlio does not expressly object to this.
2.1 The contract for the use of Conlio's service and software with the customer is concluded when the customer agrees to the form provided by Conlio ("Offer“) explains, on which these General Terms and Conditions are based. Offer and these General Terms and Conditions constitute the entirety of the terms and conditions (“Contract“), whereby regulations in the offer take precedence over those in these General Terms and Conditions. By signing the offer, the customer accepts the offer and the contract is concluded.
2.2 The scope of the contract (period, content restrictions and territories) results from the offer.
2.3 The parties can agree at any time in text form (e.g. by email) to expand the scope of the contract. For this purpose, Conlio can send the customer a revised offer after coordination.
3.1 Conlio extracts the necessary data points from the provided documents to calculate the correct invoice amounts so that correct and incorrect invoices can be identified, including price deviations from expected costs.
3.2 Conlio provides the services owed in coordination with the customer
(a) by having Conlio verify the documents provided by the Customer for the Customer through the Software; or
(b) the customer access to its software by means of Software as a Service (“SaaS“) is granted so that the customer can check the documents there independently.
3.3 In the case of Section 3.1 (a), after checking the documents provided with the software, Conlio will provide the customer with the results of the analysis ("Results") provide.
3.4 In the case of Section 3.1 (b), the customer automatically receives access to the results of the test.
3.5 The customer is aware that the results are largely based on the documents. Consequently, Conlio cannot guarantee the accuracy of the data contained in the results to the extent that incorrect data in the results are due to incorrect data in the documents.
4.1 If the software is made available to the customer as SaaS, it is provided in the form of a cloud-based application that the customer accesses via an internet browser. The customer does not download the software, but rather uses the software via SaaS.
4.2 In this case, Conlio grants the customer a non-exclusive, non-transferable, non-sublicensable and revocable right to use the software in accordance with the terms and conditions set out herein.
4.3 Conlio intends to use the latest technology and is entitled to periodically carry out or introduce updates, new versions or upgrades of the Software in order to adapt the Software to new technical or commercial requirements, to implement new functions or to make changes to existing functions in order to improve the Software.
4.4 Conlio only provides the IT functions of the software. Conlio is not responsible for establishing and maintaining the data connection between the customer's IT systems and the router output of Conlio's data center or the data center of its subcontractor through whose server the software is operated ("Transfer point"). Conlio is not responsible for disruptions outside the transfer point.
4.5 Providing the required Internet access is not part of the service. The customer is responsible for purchasing and maintaining the necessary hardware and connections to public telecommunications networks. Conlio is not liable for the security, confidentiality and integrity of data communication that takes place via third-party communication networks. Conlio is also not liable for disruptions in data transmission caused by technical errors or configuration problems on the part of the customer.
4.6 The customer grants Conlio a free, non-exclusive, transferable and sublicensable right to use the data and documents entered into the software by the customer exclusively for the purpose of providing the service, limited to the term of this agreement.
4.7 The customer agrees that Conlio may freely use and further develop all non-personal data and feedback provided by the customer for the purpose of tailoring, marketing, further developing and/or optimizing the software (including benchmarking). This data may only be used anonymously or in aggregated form without its origin being traceable to the customer.
5.1 During the term of this contract, Conlio guarantees the functionalities agreed between the parties.
5.2 Except as expressly provided in the offer, Conlio makes no warranties of any kind, express, implied, statutory or otherwise, and Conlio expressly disclaims all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement, to the fullest extent permitted by applicable law.
5.3 Conlio’s liability regardless of fault is excluded.
5.4 Conlio will use commercially reasonable efforts to make the Software available 24 hours a day, 7 days a week, except for: (i) scheduled downtime (which Conlio will announce in advance); and (ii) any unavailability caused by circumstances beyond Conlio's reasonable control, including, for example, Internet service provider failure or delay, non-Conlio applications, or denial of service attacks.
6.1 The customer grants Conlio the non-exclusive, non-transferable, non-sublicensable right, limited to the term of the contract, to use the documents to provide the intended services.
6.2 Conlio grants the customer the non-exclusive, non-transferable, non-sublicensable and perpetual right to use the results.
6.3 The customer is responsible for the documents and warrants that the use of the documents is permitted for the purposes of the contract. In particular, the customer may not provide any documents that:
(a) violate applicable law;
(b) to violate the rights of third parties, in particular intellectual property rights (in particular trademark rights, copyrights and other industrial property rights) and personal rights.
7.1 After confirmation from the customer, Conlio may refer to the joint collaboration with the customer in text form (e.g. by email).
7.2 To the extent necessary for the provision of the services, the parties will conclude an order processing agreement in accordance with Article 28 GDPR.
8.1 The customer pays Conlio the compensation stated in the offer.
8.2 All amounts are net amounts. All payments must be made plus any necessary sales tax.
8.3 Invoicing is carried out as described in the offer. Unless otherwise agreed in the offer, the customer will pay Conlio the remuneration within 30 days of receipt of the invoice.
8.4 Conlio's claim to compensation exists regardless of whether the customer actually uses the software.
9.1 The contract has the term stated in the offer.
9.2 Unless otherwise stated in the offer, the contract runs for an indefinite period and can be terminated by either party with one month's notice to the end of the next month.
9.3 The right to extraordinary termination for good cause remains unaffected. An important reason for Conlio is, among other things, if the customer is in arrears with two monthly payments.
10.1 Conlio has unlimited liability:
(a) for intent,
(b) in case of injury to life, body or health.
10.2 Conlio's liability for damage caused by gross negligence is limited to typically foreseeable damage.
10.3 The above limitation of liability also applies to the personal liability of Conlio's bodies, representatives, employees, other servants and other vicarious agents.
10.4 Any liability not expressly provided for is excluded.
Conlio reserves all intellectual property rights (in particular copyrights and related rights, trademarks, patents and domains) and know-how and trade secrets to the software. In the relationship between the parties, Conlio alone is entitled to these rights.
12.1 The parties undertake to treat all confidential information as strictly confidential and not to disclose it to third parties or use it for purposes other than those agreed in the contract without the prior written consent of the other party.
12.2 "Confidential information" means all information clearly identified as such at the time of disclosure and all other information of the other party which becomes available to the parties in connection with this Agreement and which is identified as confidential or is clearly identifiable as confidential.
12.3 The above obligations do not apply to information if the receiving party can demonstrate that the information:
(a) were already known at the time of registration;
(b)is apparent at the time of notice or becomes apparent thereafter without resulting from any breach of this Agreement by the receiving party;
(c)was disclosed to the receiving party by a third party, unless the receiving party knows that the third party has breached a duty of confidentiality owed to the disclosing party; or
(d) is independently developed by the receiving party without using any of the disclosing party's Confidential Information; or
(e) must be disclosed due to an official or court order.
12.4 This confidentiality obligation will remain in effect for a period of three years after termination of the Agreement.
13.1 Changes or additions to these General Terms and Conditions, including this clause, must be in text form to be effective. This also applies to changes to this clause.
13.2 The exclusive place of jurisdiction for all disputes arising from this contract is Berlin.
13.3 Should individual provisions of this contract be or become invalid or incomplete, this will not affect the validity of the remaining provisions. The parties will replace the invalid or incomplete provision with an effective provision or fill the gap in the contract with a provision that comes closest to the desired economic result, if necessary in an appropriate form.
Conlio Technologies GmbH
Schwedter Straße 16
10119 Berlin
Registration number
HRB 264425 B
Registry court
Local Court Charlottenburg (Berlin)
VAT ID
DE 369005235
Authorized to represent
Dr. Claudio Consul
Conlio for
01
Utilize our advanced AI software to systematically audit and validate every freight invoice. Eliminate invoicing errors and reduce overspend to zero.
02
Leverage AI-driven analyses to gain deeper insights into your carrier network, optimizing transportation management and decision-making.
03
Use Conlio’s software to monitor and reduce your logistics CO2 footprint, ensuring compliance with the Corporate Sustainability Reporting Directive (CSRD).
Conlio for
01
Gain faster access to funds with our flexible payment solutions. Choose your preferred payment timelines to enhance cash flow and reduce financial stress.
02
Automate your invoicing processes to minimize errors and administrative workload. Focus on delivering excellent service while we handle the paperwork.
03
Utilize insights from our AI-powered analytics to make informed decisions. Improve cost management, pricing and overall efficiency with actionable data.
Conlio for
01
Utilize our advanced AI software to generate, audit, and validate every freight invoice. Eliminate errors, reduce overspend to zero, and let your team focus on service while we handle the paperwork.
02
Gain faster access to funds with our flexible payment solutions. Enhance cash flow with your preferred payment timelines and offer industry-leading financing options to your carrier partners.
03
Digitizalize your operations to streamline workflows and reduce manual tasks. Our solutions help you modernize your business and stay competitive in a digital world.
Take control of the invoicing process with our automated credit note generator based on your carriers’ proof of delivery notes. Simplify the transition to a self-billing mechanism for your carrier partners with our easy-to-implement solution.
Effortlessly request and handle accessorial charges such as detention and extra kilometers thanks to our user-friendly portal. Submit and respond to requests in seconds with just a few clicks, streamlining the entire process.
Identify missing documents, mismatched rates, and manage disputes effectively. Use our platform to streamline dispute resolution, create a single source of truth, and gather data on all discussions surrounding incidents to improve decision-making.