Terms

PAXLY GmbH
Leipziger Straße 70-71 | 06108 Halle (Saale)
Saxony-Anhalt
Germany

Phone: +49 345 77899900
E-mail: info@paxly.ai

Managing directors: Thomas Auer, Torsten Beyenbach

DE322882003

Register number: HRB 205088

General terms of use 

Paxly GmbH 

A. General terms and conditions for all users 

1. Validity of the General Terms of Use 

(1) The following terms and conditions shall apply exclusively to all legal transactions - including future transactions - between the "Software Provider" (Paxly GmbH) and the "User" (hereinafter also referred to individually as "Supplier" or "Customer") relating to the use of the B2B eProcurement software "www.paxly.ai" ("eProcurement Software"), unless deviating terms and conditions have been expressly recognized or agreed in writing. 

(2) General terms and conditions of the user or third parties shall not apply even if the software provider does not expressly object to them. 

(3) By registering within the eProcurement software in accordance with Section 4 or by booking SaaS services in accordance with Section B. of these General Terms of Use, the user accepts them as binding. 

(4) The software provider shall notify the user of any changes to these terms of use by e-mail to the e-mail address provided during registration. If the user does not object to such changes within four weeks of receipt of the notification, the changes shall be deemed to have been agreed. In the event of an objection, the account will be deactivated 4 weeks after receipt of the notification. The user will be informed separately of the right of objection and the legal consequences in the event of changes to the terms of use. 

2. Object of the eProcurement software 

The eProcurement software offers merchants within the meaning of the German Commercial Code and legal entities under public law with their registered office in the Federal Republic of Germany, or entrepreneurs in other European countries who are legally equivalent to merchants within the meaning of the German Commercial Code, a software solution that enables digital collaboration in various business processes between customer and supplier. The eProcurement software is a software platform for customers and suppliers of contract-manufactured packaging materials for industry and trade. 

3. Services of the platform operator 

(1) The software provider gives users the opportunity to handle complete procurement processes and sales processes, including the conclusion of contracts, on the supplier or customer side via the eProcurement software. 

(2) For this purpose, the software provider provides and maintains the technical infrastructure for the complete procurement and sales processes via the eProcurement software. 

(3) In accordance with a KPI-based evaluation system, which is described in Annex 1 to these Terms of Use, the Supplier shall receive an evaluation by the eProcurement software, which is visible to other users.  

(4) The Software Provider reserves the right to change or extend the content and structure of the eProcurement Software and the associated user interfaces if this does not or does not significantly impair the fulfillment of the purpose of the contract concluded with the User or the contracts concluded via the eProcurement Software. The software provider shall inform the users of the eProcurement Software of the changes accordingly. 

(5) In order to use the eProcurement software, a Google Chrome, Mozilla Firefox or Microsoft Edge browser in a current version (not older than 6 months) must be available. 

(6) The Software Provider shall provide the User with the latest version of the eProcurement Software. The Software Provider is not responsible for adapting the eProcurement Software to the User's individual requirements, nor is the Software Provider responsible for the technical or functional further development of the eProcurement Software or its individual functions. 

4. Approval and access to eProcurement software 

(1) Registration is a prerequisite for the use of the eProcurement Software. Only users who, when concluding a legal transaction in the eProcurement Software, are acting in the exercise of their commercial or independent professional activity, i.e. as entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), may be authorized to use the eProcurement Software. Consumers within the meaning of § 13 BGB are excluded from using the eProcurement software 

(2) When registering, the user must state his company details, invoice details and a contact person and indicate whether he wishes to use the eProcurement software for sales or purchasing. The company name, the commercial register number, the court of registration and the VAT identification number are mandatory and a prerequisite for submitting the registration application. By submitting the application, the user assures that the information provided is true and complete. The user undertakes to inform the software provider immediately of any future changes to the information provided. 

(3) The application for admission is accepted by confirmation of admission by e-mail. Admission creates a contract of use for an indefinite period between the software provider and the respective user in accordance with these General Terms of Use. 

5. Login and access data 

(1) Upon registration, the software provider provides the user with the data of a master login, which grants access to the protected area of the company master data and the basic account settings. 

(2) By means of the master login, the user has the option of granting the employees in his company their own access authorization and configuring it according to his wishes in order to enable them to work optimally on the eProcurement software. 

(3) All logins are individualized and may only be used by the respective authorized person. The user is obliged to keep the master login and the associated password secret and to protect them from unauthorized access by third parties. The user is also responsible for keeping employee logins and the associated passwords secret and will instruct his employees accordingly. In the event of suspected misuse, the user shall inform the software provider immediately. As soon as the software provider becomes aware of the unauthorized use, the software provider shall block the access of the user concerned in whole or in part.  

(4) Actions using the master login and employee logins are generally attributable to the user. The user shall be liable for declarations made under the user's member account or employee logins.  

6. Using the eProcurement software as a customer 

(1) Users who use the eProcurement software as a buyer ("Customer") have, in addition to other functions and provided that the corresponding module for SaaS services is booked, the option of submitting inquiries in tender format (hereinafter: "Tender") and giving suppliers the opportunity to submit tenders during the tender period. Details are governed by the contract for the respective SaaS services between the user and the software provider, to which the special conditions listed under B. also apply. 

(2) Enquiries can only be opened by customers and do not contain a legally binding offer to conclude a contract, but only represent an invitation to submit offers ("invitatio ad offerendum"). Customers are not permitted to participate as suppliers in a tender opened by them. Similarly, customers are not permitted to participate as suppliers in a request for quotation opened by them through third parties acting on their behalf. 

(3) The customer can view the number of incoming offers in his account at any time.  

(4) The customer is free to choose whether and which of the offers received he wishes to accept. Acceptance is made by clicking on the "Accept offer" button. Upon acceptance, the respective contract between the supplier and the customer is concluded. 

(5) Insofar as the Customer so wishes and specifies in the context of their inquiry, the "General Terms and Conditions of Contract", which can be viewed at www.paxly.ai/[link], shall apply to the contracts concluded via the eProcurement Software in the version valid at the time. The Supplier's and/or Customer's own contractual terms and conditions shall not apply in this case. 

7. Using the eProcurement software as a supplier 

(1) Users who use the eProcurement software as a supplier ("Supplier") have the option of submitting binding offers in response to the Customer's inquiries. The offers of a Supplier are legally binding declarations for the conclusion of the contract tendered by the Customer or offered by the Supplier.  

(2) Suppliers are not entitled to submit offers in response to specific requests. Nor is the software provider responsible for whether or how many offers are submitted to customers in response to their inquiries. 

(3) If a supplier has not booked any separate SaaS services, it can only view requests from customers who have listed it as an "existing supplier". 

1. For the purposes of the eProcurement Software and these Terms of Use, an "Existing Supplier" is a company (including its affiliated companies within the meaning of Section 15 AktG) that produces packaging and has supplied packaging (of any kind) to another User at least once in the 12 calendar months prior to registration. Excluded are companies (including their affiliated companies as defined in Section 15 AktG) whose share of the user's total purchasing volume in the 12 calendar months prior to registration was less than 5%. 

2. The Software Provider assumes no liability for the correctness of the listing; the Supplier has no claim against the Software Provider to correct the listing and may not assert any other claims against the Software Provider due to the listing by another user. 

In addition, the special conditions listed under B. also apply. 

8. Obligations of the users 

(1) An inquiry may not be made and a tender may not be submitted if 

(a) essential information on the subject matter, quantity, price and delivery is missing; 

(b) the opening or execution of the inquiry or sale would violate statutory provisions, official orders or morality under the legal system applicable to the intended contract. In particular, no items may be offered whose offer or sale violates the rights of third parties or statutory standards. 

(2) The user is also obliged to 

(a) to refrain from all measures that improperly influence the negotiation and conclusion of contracts in the eProcurement software or influence the market behavior and pricing of other users, 

(b) to set up and maintain the necessary data security precautions during the entire term of the contract, in particular to ensure the careful and conscientious handling of logins and passwords; 

(b) to notify the software provider immediately of any technical changes occurring in its area if they are likely to impair the provision of services or the security of the eProcurement software; 

(c) to cooperate in the investigation of attacks by third parties on the eProcurement software, insofar as this cooperation by the user is required; 

(d) to conduct transactions in the eProcurement software exclusively within the scope of commercial business operations for commercial purposes 

(e) to notify the software provider as soon as possible of any malfunctions, malfunctions and security gaps in the eProcurement software of which the user becomes aware. 

(f) to comply with all legal requirements in relation to the initiation, conclusion and fulfillment of contracts concluded via the eProcurement Software. If claims are asserted against the Software Provider by third parties (including authorities and state institutions) for legal violations by the User (in particular, but not exclusively, on the basis of § 25e UstG), the User shall indemnify the Software Provider from the obligation upon first request and compensate the Software Provider for all damages, including legal costs. The User waives the right to assert the defense of contributory negligence on the part of the Software Provider (§ 254 BGB). 

(3) The user undertakes to refrain from all measures which endanger or disrupt the functioning of the eProcurement software and not to access data which he is not authorized to access. Furthermore, the user must ensure that the information transmitted and data entered via the eProcurement software is not infected with malware. 

(4) The user is only authorized to process his own data via the eProcurement software in his own company for his own purposes. The software provider hereby grants the user the necessary authorizations for this use as a simple right of use for the duration of the contract.  

(5) The user is not entitled to change, reproduce, modify or pass on to third parties the software on which the eProcurement software is based or parts thereof (in particular the program code) or to enable a third party to use or gain knowledge of the software or to use the software for a third party. 

9. Processing of contracts concluded in the eProcurement software 

(1) The processing of contracts concluded in the eProcurement software is the sole responsibility of the respective user. The Software Provider does not assume any guarantee for the fulfillment of the contracts concluded between the users on the marketplaces, nor any liability for material defects or defects of title of the traded goods and services. Unless expressly agreed otherwise, the Software Provider is under no obligation to ensure the fulfillment of the contracts concluded between the Users. 

(2) Despite the approval procedure, the software provider cannot guarantee the true identity and power of disposal of the users. In case of doubt, both users are obliged to inform themselves in an appropriate manner about the true identity and the power of disposal of the other user. 

10. Liability for damages 

(1) Claims for damages by the user, irrespective of their legal basis, in particular for breach of duties arising from the contractual obligation and from tort, are excluded.  

(2) This shall not apply in cases 

- malice, intent and gross negligence, 

- injury to life, body or health, 

- the assumption of a guarantee, e.g. for the existence of a property 

- the breach of material contractual obligations (cf. para. 3), or 

- liability under the Product Liability Act and other laws under which liability is mandatory. 

(3) Claims for damages for breach of material contractual obligations shall be limited to the foreseeable damage typical of the contract.  

(4) Insofar as liability is excluded or limited, this shall also apply to the personal liability of the Software Provider's employees, staff, representatives and vicarious agents. 

(5) The software provider shall only be liable to pay compensation for the loss of data in accordance with the above paragraphs if such a loss could not have been avoided by the user through appropriate data backup measures. 

(6) A change in the burden of proof to the detriment of the user is not associated with the above provisions 

11. Liability for third-party content 

(1) Insofar as the eProcurement software offers the possibility of forwarding to databases, websites, services, etc. of third parties, for example by setting links or hyperlinks, the software provider shall not be liable for the accessibility, existence or security of these databases or services, nor for their content. The software provider is not liable for the accessibility, existence or security of these databases or services, nor for their content. In particular, the software provider is not liable for the legality, accuracy, completeness or up-to-dateness of the content of such databases or services. 

(2) Users are prohibited from posting content (e.g. through file uploads, links or frames) in the eProcurement software that violates legal regulations, official orders or common decency. They are also prohibited from posting content that infringes the rights, in particular copyrights or trademark rights, of third parties. 

(3) Under no circumstances does the software provider adopt third-party content as its own. The user guarantees the platform operator and the other users of the platform that the goods or services offered by him do not infringe any copyrights, trademarks, patents, other industrial property rights or trade secrets. 

(4) The software provider reserves the right to block third-party content if it is punishable under the applicable laws, clearly serves to prepare criminal acts or contradicts the General Terms of Use. 

(5) The user shall indemnify the software provider against all claims asserted by third parties against the software provider due to the infringement of their rights or due to legal violations based on the offers and/or content posted by the user, insofar as the user is responsible for these. In this respect, the User shall also assume the costs of the Software Provider's legal defense, including all court and attorney's fees. 

12. Data security and privacy policy 

(1) The servers on which the eProcurement software is hosted are secured in accordance with the state of the art, in particular by firewalls; however, the user is aware that there is a risk for all participants that transmitted data can be read during transmission. This applies not only to the exchange of information via e-mail that leaves the system, but also to internal messages and all other data transmissions. Complete confidentiality of the data transmitted when using the eProcurement software can therefore not be guaranteed. 

(2) The user agrees that the software provider may store information and data on the progress of tenders and the behavior of customers or suppliers during the execution of these transactions in anonymized form and may only use this anonymized form for marketing purposes, e.g. for the creation of statistics and presentations. 

(3) The software provider is entitled to process and store the data received from the user in connection with the business relationship during the term of the user contract in compliance with the provisions of the applicable data protection regulations.  

(4) In all other respects, the data protection declaration of the software provider in the appendix, which is part of these General Terms and Conditions of Use, shall apply. 

(5) Upon commencing use of the eProcurement software, the user warrants to the software provider and all other users that the user will comply with the requirements of data protection law with regard to the data transmitted by the user. In particular, the user himself must ensure that any necessary consent is obtained from employees before personal data of employees is entered into the platform in the context of setting up employee logins or in any other way. 

B. Special conditions for Software-As-A-Service (SaaS) services 

1. Subject of SaaS services and definitions 

(1) The use of certain functions of the eProcurement software requires the booking of SaaS services from the software provider. Upon request, the Software Provider shall submit an offer to the User containing the relevant service conditions. The following terms and conditions shall also apply to the provision of SaaS services by the software provider. Certain SaaS service packages can also be booked in the eProcurement software directly via the eProcurement software store without an individual offer, i.e. the corresponding SaaS contract can be concluded via the eProcurement software store. The following provisions apply accordingly to these service packages, unless expressly stated otherwise. 

(2) The subject matter of the SaaS contract is the contractual definition of the mutual rights and obligations of the parties regarding the granting of the use of the eProcurement software in the supplier's company via the Internet and the provision of storage space on the software provider's servers in return for payment, non-exclusively and for a limited period of time for the duration of the contract. The software provider does not owe any success under the SaaS contract, but only the provision of services. 

(3) The following definitions are intended to facilitate the uniform use of terms: 

2. Prizes 

(1) The prices stated in the offer or in the store of the eProcurement software shall apply. 

(2) The software provider reserves the right to adjust the prices offered with a notice period of 4 months to the end of a contract year. 

(3) In the event of economic necessity, the software provider reserves the right to adjust the above prices extraordinarily at any time with a notice period of 6 weeks to the end of the quarter. In this respect, the user has a special right of termination in accordance with § 5 (4) of this contract. 

3. Payment 

(1) The remuneration owed for the provision of the SaaS services shall be paid in EUR and shall be understood as net amounts excluding VAT. 

(2) The software provider shall issue an invoice for the remuneration to be paid at the agreed intervals, at least once per calendar year, and shall send this to the user exclusively in digital form to the e-mail address provided during registration, unless otherwise agreed. The invoice amount is due for payment within 14 days, unless a different payment term has been agreed. 

(3) For SaaS contracts concluded directly via the eProcurement Software store, payment on account is not possible. Payment can be made either by instant bank transfer, PayPal or credit card. Payment via the aforementioned supported payment methods when ordering via the eProcurement Software store is processed by the software provider's service provider, STRIPE GmbH, Prielmayerstraße 3, 80335 Munich, Germany.  

a) If the User chooses PayPal as a means of payment, the Software Provider is prepared to accept credits to the Software Provider's PayPal account on account of performance (Section 364 (2) BGB). In the event that the credit is charged back to the Software Provider's PayPal account, the Software Provider's claim to payment shall remain in force or shall be revived. 

b) In all other respects, the processing of payment transactions via STRIPE GmbH shall be governed exclusively by its General Terms and Conditions, which can be viewed at link, supplemented if necessary by the General Terms and Conditions of the respective payment service provider or credit institution. 

(4) The user may only offset counterclaims that are not disputed by the software provider or have been legally established. 

(5) The user may not exercise a right of retention that is not based on the same legal relationship. 

4. Availability and support / Service Level Agreement 

The conditions for the accessibility of the eProcurement software are set out in the separate Service Level Agreement, which is an annex to the SaaS contract and whose conditions the user accepts by booking the SaaS services. 

5. Term and termination 

(1) Unless otherwise agreed, the contract for the provision of SaaS services shall commence upon signature by both parties and shall be concluded for an indefinite period. It may be terminated by either party at any time with a notice period of 3 months to the end of a contractual year.  

(2) The right to extraordinary termination for good cause remains unaffected.  

(3) In the event of an extraordinary price adjustment, the user has a special right of termination with a notice period of 2 weeks to the end of the quarter. 

C. General final provisions 

1. Place of performance, place of jurisdiction, applicable law 

(1) The business premises of the Software Provider's head office in Halle (Saale) shall be the place of performance for both parties.  

(2) If the User is a merchant or a legal entity under public law, the exclusive place of jurisdiction for all legal disputes arising from or in connection with contracts between the Software Provider and the User shall be Halle (Saale), Germany. However, the Software Provider shall also be entitled to assert claims against the User at the User's general place of jurisdiction. 

(3) The relationship between the software provider and the user is subject exclusively to the law of the Federal Republic of Germany.  

(4) Verbal collateral agreements between the user and the software provider are not legally binding. They must be made in writing to be effective, whereby transmission via e-mail is sufficient. 

(5) Insofar as these General Terms and Conditions of Use contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the users would have agreed in accordance with the economic objectives of the contract of use or the contract for the provision of SaaS services and the purpose of the General Terms and Conditions of Use if they had been aware of the loophole. 

30.04.2024