Preamble
Provider: AK Software GmbH, Seydelstraße 7, 10117 Berlin, represented by Managing Director Amir Koklan, Amtsgericht Charlottenburg (Berlin) HRB 193978 B, VAT ID DE317167114 — hereinafter “Fahriom” or “Provider”.
These terms apply to all contracts between the Provider and its customers for use of the Fahriom software (software-as-a-service) and related services (onboarding, setup, support).
§ 1 Scope
(1) The Provider’s offering is directed exclusively at businesses within the meaning of § 14 BGB, legal entities under public law and special funds under public law. Contracts with consumers are not concluded.
(2) Contract documents, in this order of precedence: (a) the order form signed by the customer including products, prices and special terms, (b) the data processing agreement (DPA) under Art. 28 GDPR, (c) the service description, (d) these terms. In case of conflict, the higher-ranked document prevails.
(3) Deviating terms of the customer do not become part of the contract even if the Provider does not expressly object.
(4) Individual agreements in the order form take precedence over these terms.
§ 2 Subject matter
(1) The Provider makes the cloud-based Fahriom software available to the customer over the internet (SaaS). Depending on the order, Fahriom includes in particular: dispatch and tour planning, live map, driver app (iOS), POS embeds, remittance and proof gallery, and related admin features.
(2) The concrete scope follows from the order form and service description. Modules not ordered are not owed.
(3) The hand-off point for the SaaS service is the router exit of the data centre used by the Provider. Internet access, devices and the customer network are the customer’s responsibility.
(4) The Provider may develop the software further and adjust features insofar as this is reasonable and the core feature set remains. Material changes will be announced with four weeks’ notice in text form.
§ 3 Formation of contract
(1) The contract is formed when the customer signs the order form and the Provider accepts it. Acceptance may be by counter-signature, confirmation in text form, or start of performance.
(2) Offers are non-binding unless a binding period is stated.
(3) Free trial periods end automatically unless the customer orders a paid plan. There is no entitlement to continue or migrate data from a trial.
§ 4 Customer duties
(1) The customer must:
- keep access credentials confidential and notify the Provider immediately of suspected misuse;
- provide the required technical infrastructure (internet, suitable devices, POS webview if needed);
- keep master data (locations, drivers, shift times, geofence) accurate;
- fulfil its own data-protection duties towards drivers and guests and obtain required consents;
- export and back up data regularly where the software allows;
- nominate a competent contact person.
(2) The Provider may suspend access if the customer uses the software unlawfully or endangers system security. Where possible, the customer will be informed in advance.
§ 5 Licence
(1) For the term of the contract the customer receives a simple, non-exclusive, non-transferable right to use the software for the locations named in the order form and within the ordered feature set.
(2) In particular, use for locations not agreed, transfer to third parties, reverse engineering or circumvention of usage limits is not permitted.
(3) The Provider may name the customer with name and logo as a reference unless the customer objects in text form.
§ 6 Fees and payment
(1) All prices are net plus statutory VAT. The prices in the order form apply.
(2) Recurring fees are billed monthly in advance unless annual prepayment is agreed.
(3) Invoices are payable within ten days of the invoice date without deduction. Where agreed, the customer grants the Provider a SEPA business direct-debit mandate.
(4) The Provider may adjust recurring fees with six weeks’ notice to the start of a calendar month, no earlier than twelve months after contract start and at most once per calendar year by up to 5%. If an increase exceeds 5%, the customer may terminate as of the effective date.
§ 7 Default and suspension
(1) In case of payment default the customer owes default interest of nine percentage points above the base rate plus the lump sum under § 288 (5) BGB.
(2) If the customer is in default with a material amount, the Provider may, after a reminder with a two-week deadline, suspend access. The duty to pay remains during suspension.
§ 8 Term and termination
(1) Unless the order form states otherwise, the contract runs for an indefinite term and may be terminated by either party with one month’s notice to the end of a calendar month, in text form.
(2) The right to terminate for cause remains unaffected.
(3) After the contract ends the Provider will, for a reasonable period (usually 30 days), make a customer data export available where technically possible. Data will then be deleted unless statutory retention applies.
§ 9 Availability and support
(1) The Provider aims for high availability of the software. Planned maintenance windows will be announced where possible.
(2) Support is generally provided on business days (Mon–Fri, 8:00–18:00) by email or phone, unless the order form states otherwise.
(3) Third-party services (e.g. mapping and routing via Mapbox, SMS delivery) may have their own availability and terms; the Provider is not liable for outages outside its control.
§ 10 Data protection
(1) The Provider processes personal data on behalf of the customer under the DPA (Art. 28 GDPR).
(2) The customer is the controller for operational, driver and guest data processed in Fahriom. Details are set out in the privacy policy and the DPA.
§ 11 Liability
(1) The Provider is liable without limitation for intent and gross negligence and for injury to life, body or health.
(2) In cases of slight negligence the Provider is liable only for breach of essential contractual duties (cardinal duties), limited in amount to the typical foreseeable damage — and at most to the fees paid by the customer in the twelve months before the damaging event.
(3) Liability for indirect damage, lost profit and data loss is — except in the cases of paragraph 1 — excluded insofar as the customer has not fulfilled its backup duty.
§ 12 Final provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) The place of jurisdiction for all disputes arising from the contractual relationship is Berlin if the customer is a merchant, a legal entity under public law or a special fund under public law.
(3) If any provision is invalid, the validity of the remaining provisions remains unaffected.