1.1 These General Terms and Conditions (“GTC”) of Conlio Technologies GmbH, registered with the commercial register of the local court of Charlottenburg under HRB 264425 B, business address Schwedter Str. 16, 10119 Berlin (“Conlio”), apply to customers of Conlio (“Customers”) who use the services offered by Conlio (“Services”) to review relevant documents (in particular transport orders, rate sheets and contractual agreements with transport companies, and freight invoices, “Documents”) and Conlio’s software solution for the automation of freight verification processes (“Software”).
1.2 Conlio only concludes agreements 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 authoritative contractual language is German. Translations of these GTC are for information purposes only; in the event of discrepancies, the German version prevails.
1.4 Any deviating, conflicting, or supplementary terms of the Customer shall only become part of the Agreement if Conlio has expressly agreed to them in text form. This also applies if the Customer refers to its terms during the conclusion of the Agreement and Conlio does not expressly object.
2.1 The agreement for the use of the Services and the Software is concluded when the Customer accepts the order form provided by Conlio (“Offer”), which incorporates these GTC. The Offer and these GTC constitute the entirety of the terms (“Agreement”); provisions in the Offer take precedence over these GTC. By signing the Offer, the Customer accepts it and the Agreement is concluded.
2.2 The scope of the Agreement (period, content restrictions, and territories) is specified in the Offer.
2.3 The parties may agree in text form (e.g., by email) at any time to expand the scope of the Agreement. To this end, Conlio may send the Customer a revised Offer after consultation.
3.1 Conlio extracts the necessary data points from the provided Documents to determine the correct invoice amounts and thereby identify accurate and incorrect invoices, including price deviations from expected costs.
3.2 Conlio provides the Services owed in consultation with the Customer, either by
(a)having the Documents provided by the Customer checked by the Software; or
(b)granting the Customer access to the Software by way of Software as a Service (“SaaS”) so that the Customer can check the Documents independently.
3.3 In the case of section 3.2 (a), Conlio provides the Customer with the results of the analysis (“Results”) after reviewing the Documents. In the case of section 3.2 (b), the Customer automatically receives access to the Results.
3.4 The Customer is aware that the Results are largely based on the Documents. Conlio therefore does not warrant the accuracy of the data contained in the Results insofar as incorrect data in the Results can be traced back to incorrect data in the Documents.
4.1 If the Software is provided as SaaS, it is made available as a cloud-based application that the Customer accesses via an internet browser. The Customer does not download the Software but uses it by way of SaaS.
4.2 Conlio grants the Customer a simple, non-transferable, non-sublicensable, and revocable right to use the Software in accordance with this Agreement.
4.3 Conlio uses state-of-the-art technology and is entitled to regularly perform or introduce updates, new versions, or upgrades of the Software in order to adapt it to new technical or commercial requirements, implement new functions, or change and improve existing functions.
4.4 Conlio provides only 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 servers the Software is operated (“Transfer Point”). Conlio is not responsible for disruptions outside the Transfer Point.
4.5 Provision of the required internet access is not part of the Services. The Customer is responsible for procuring and maintaining the necessary hardware and connections to public telecommunications networks. Conlio is not liable for the security, confidentiality, or integrity of data communications carried over third-party communication networks, nor for transmission disruptions caused by technical faults or configuration problems on the Customer’s side.
4.6 Conlio uses commercially reasonable efforts to make the Software available 24 hours a day, 7 days a week. This excludes (i) scheduled maintenance and downtime announced by Conlio in advance, and (ii) unavailability due to circumstances beyond Conlio’s reasonable control. Conlio does not owe any specific availability level (SLA) unless expressly agreed in the Offer.
4.7 Conlio provides the Software using third-party services, in particular cloud hosting, compute and storage infrastructure, content delivery networks (CDN), DNS, connectivity, and third-party interfaces including AI services. Outages, disruptions, latency, or unavailability that result from such third-party services and are outside Conlio’s sphere of responsibility do not constitute a breach of duty by Conlio and are disregarded when determining availability. Conlio selects the providers it uses with the care customary in the industry.
5.1 During the term of this Agreement, Conlio warrants the functionalities agreed between the parties.
5.2 Unless expressly agreed otherwise in the Offer, Conlio makes no further express or implied warranties and in particular disclaims any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights, to the extent permitted by applicable law.
5.3 Conlio’s strict (no-fault) liability for initial defects (section 536a (1) alt. 1 BGB) is excluded.
6.1 To the extent necessary for the provision of the Services, the parties conclude a data processing agreement pursuant to Art. 28 GDPR (“DPA”). Processing of personal data takes place exclusively within the European Union. Conlio implements the technical and organisational measures pursuant to Art. 32 GDPR in accordance with the DPA and uses sub-processors as set out in the DPA.
6.2 Conlio is not obliged to check the data, information, documents, and other data media provided by the Customer (“Customer Data”) for accuracy, quality, or legality before processing.
6.3 The Customer is responsible for the accuracy, quality, and legality of the Customer Data and for the lawfulness of its use in connection with the provision of the Software. The Customer warrants that it holds the necessary rights and consents to provide the Customer Data to Conlio for the performance of the Agreement.
7.1 The Customer grants Conlio the right to name the business relationship as a reference and to use the Customer’s name and logo for this purpose, in particular on Conlio’s website, in presentations, and in sales and investor materials. Such use is factual and respects any brand guidelines of the Customer.
7.2 The Customer may revoke this consent at any time with effect for the future in text form.
8.1 The Customer grants Conlio the simple, non-transferable, non-sublicensable right, limited to the term of the Agreement, to use the Documents and the data entered into the Software for the provision of the Services.
8.2 Conlio grants the Customer the simple, non-transferable, non-sublicensable, and perpetual right to use the Results.
8.3 The Customer is responsible for the Documents and warrants that their use is permitted for the purposes of the Agreement. In particular, the Customer shall not provide any Documents that violate applicable law or infringe the rights of third parties, in particular intellectual property rights (such as trademark, copyright, and other industrial property rights) or personality rights.
8.4 The Customer agrees that Conlio may use all non-personal data provided by the Customer, exclusively in anonymised or aggregated form and without any ability to trace it back to the Customer, for the purpose of designing, marketing, further developing, and optimising the Software (including benchmarking). Personal data is excluded from this and is processed exclusively in accordance with the DPA.
8.5 If the Customer submits ideas, recommendations, or other feedback regarding the Software or the Services (“Feedback”), Conlio may use and exploit it for any purpose without restriction or compensation.
9.1 The Customer shall pay Conlio the remuneration specified in the Offer. All amounts are net amounts plus any applicable value added tax.
9.2 Invoicing is carried out as described in the Offer. Unless otherwise agreed in the Offer, the Customer pays within 30 days of receipt of the invoice.
9.3 Conlio’s claim to remuneration exists regardless of whether the Customer actually uses the Software.
10.1 The Agreement has the initial term specified in the Offer. If no term is specified in the Offer, the initial term is twelve (12) months from the provision of the Software.
10.2 The Agreement automatically renews for successive periods of twelve (12) months unless terminated by either party in text form with three (3) months’ notice to the end of the respective term. Ordinary termination before the end of the respective term is excluded.
10.3 The right to extraordinary termination for good cause remains unaffected. Good cause for Conlio exists in particular if the Customer is in default with a not insignificant part of the remuneration for more than 30 days and fails to pay despite a reminder.
10.4 To be effective, terminations must be made in text form.
11.1 Conlio is liable without limitation for intent, for injury to life, body, or health, under the German Product Liability Act, and to the extent of any guarantee assumed by Conlio.
11.2 In the case of gross negligence, Conlio’s liability is limited in amount to the foreseeable damage typical of the contract. In the case of slightly negligent breach of material contractual duties (duties whose fulfilment is essential to the proper performance of the Agreement and on whose observance the Customer regularly relies), Conlio is likewise liable limited to the foreseeable damage typical of the contract and, per contract year, at most up to the remuneration paid in the twelve (12) months preceding the damaging event.
11.3 Otherwise, Conlio’s liability is excluded. The foregoing limitations also apply to the personal liability of Conlio’s officers, representatives, employees, and other vicarious agents.
12.1 Conlio is not liable for non-performance or delayed performance of obligations to the extent it is due to force majeure. Force majeure means any unforeseeable event beyond Conlio’s control, in particular natural events, pandemics, war, terrorism, strikes and lockouts, official measures, energy and telecommunications outages, failures or disruptions of upstream suppliers and third-party infrastructure (in particular cloud and data center operators, CDN, DNS, and connectivity providers), as well as cyberattacks such as denial of service attacks.
12.2 For the duration of the force majeure event, the affected performance obligations are suspended; agreed deadlines are extended accordingly. If the event lasts longer than two (2) months, either party is entitled to terminate the Agreement extraordinarily with respect to the affected services.
13.1 “IP Rights” means all industrial and intellectual property rights, whether registered or not, and similar rights, including (i) trademarks, business names, domain names, trade name rights, and work titles, (ii) patents, utility models, and rights to inventions, (iii) copyrights, database rights, and other rights in works including exploitation and economic rights in software pursuant to section 69b German Copyright Act and moral rights, (iv) design rights, (v) trade secret rights and rights in know-how, (vi) other intellectual property rights, and (vii) rights in applications, registrations, renewals, extensions, combinations, divisions, and reissues of the foregoing rights.
13.2 Conlio retains ownership and all IP Rights in and to the Software, the Services, the associated documentation, the confidential information, and all derivative works, improvements, and modifications thereof, regardless of by whom they were developed. Beyond the rights expressly granted herein, Conlio grants no further licenses or rights of use, whether express or implied. This also applies where Conlio develops Software or Services jointly with the Customer.
14.1 The parties treat all confidential information as strictly confidential and do not disclose it to third parties or use it for purposes outside the Agreement without the prior consent of the other party in text form. “Confidential Information” means all information marked as confidential at the time of disclosure, as well as all other information of the other party that becomes available in connection with this Agreement and is obviously recognisable as confidential.
14.2 The obligation does not apply to information that was already known to the receiving party, is or becomes public without fault of the receiving party, was lawfully disclosed to it by a third party, was independently developed by it without using confidential information, or must be disclosed pursuant to an official or judicial order. The confidentiality obligation continues for three (3) years after termination of the Agreement.
15.1 Upon the Customer’s request, Conlio makes the Customer Data introduced by the Customer available for export at the end of the Agreement in a common, machine-readable format. The request must be made in text form within 30 days after the end of the Agreement.
15.2 After expiry of this period or after the export has been carried out, Conlio is entitled and, in accordance with the DPA, obliged to delete the Customer Data, unless statutory retention obligations apply.
16.1 Amendments and additions to this Agreement, including this clause, require text form to be effective.
16.2 This Agreement is governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from this Agreement is Berlin.
16.3 Should individual provisions of this Agreement be or become invalid or incomplete, the validity of the remaining provisions remains unaffected. The parties shall replace the invalid or incomplete provision with a valid provision that comes closest to the intended economic result.
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
partner
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.