(hereinafter referred to as "ToU")
bee smart city GmbH, Wiesenstraße 35, 45473 Mülheim an der Ruhr ("Provider"), provides a web-based search and mediation portal for smart-city actors at https://platform.beesmart.city/ ("Platform"). The Platform considers itself as a global network and community that enables users to find out about products and solutions in the smart-city sector and to contact the providers. By opening a user account, the user agrees to the validity of the following ToU
1.1. These ToU apply to all services offered by the Provider to the Users via the platform. The current version of the ToU can be accessed at any time via the following link https://platform.beesmart.city/terms-of-use.
1.2. These ToU apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the User shall only become part of the contract if and to the extent that the Provider has expressly consented to their application. The requirement of consent shall also apply if the Provider performs the services without reservation in the knowledge of the User's general terms and conditions.
1.3. The contractual language is English. If translations of these ToU or other contract-related declarations and documents are made into languages other than English ("read versions"), only the English version shall be binding.
1.4. The ToU as well as the description of services according to section 2 are available to the User at any time via the link mentioned in section 1.1. The Provider shall not store the aforementioned texts or contracts concluded in connection with the use of the platform by the User for the User in any other way.
1.5. The Provider expressly reserves the right to make changes to these ToU. Changes to these ToU shall become effective if the User does not object to the changes in text form within one month after receipt of a change notification and the Provider has informed the User in the change notification of the right to object and the applicable deadline. If the User objects to the amendment in text form, the previous ToU shall continue to apply. In this case, the Provider shall be entitled to terminate the membership in accordance with Section 7 within two weeks of receipt of the objection. Excluded from this reservation of right to make changes are such changes that relate to an obligation of one of the parties, the fulfillment of which makes the use of Platform possible in the first place and on the compliance with which the respective other party regularly relies or may rely ("material contractual obligation").
2.1. The Provider's main service obligation is to provide the platform. This enables users to search for and obtain information about smart city solutions. Depending on the selected service package, Users can create profiles, publish content and contributions on the platform and contact other Users - a selected overview of the different service packages, terms and their functions can be found in the respective current overview under https://platform.beesmart.city/pricing
2.2. The Provider shall provide the platform with the services offered there as they were available at the time of the User's registration in accordance with section 3 or at the time of booking the respective Premium Account and the ToU applicable at that time ("as is"). Apart from that, the User has no claim to a certain design or equipment of the platform. The Provider reserves the right to change the Platform in whole or in part or to discontinue it permanently or temporarily at its own reasonable discretion, taking into account the interests of the User, provided that this does not affect material contractual obligations of the Provider and that this is reasonable for the User; the procedure under Section 1.5 shall apply accordingly. Furthermore, the Provider reserves the right to change or expand the content and structure of the platform as well as the associated user interface, provided that this does not or does not significantly impair the fulfillment of the purpose of the contract concluded with the user.
2.3. The Provider provides the platform with an overall availability of 95% on an annual average. The availability is calculated on the basis of the time allotted to the respective calendar month in the contractual period minus the time allotted to necessary maintenance periods. The platform shall not be available during maintenance work.
2.4. The Provider merely provides the technical platform for the content posted by the Users via this. The content posted by Users as Providers of Smart City solutions is third-party content for the Provider within the meaning of Section 8.2. If, by way of exception, the Provider provides its own content via the platform, such content shall be expressly recognizable as such or marked as such.
2.5. Via links, users can reach external websites that are not operated by the Provider. Such links are either clearly marked by the Provider (e.g. as advertisements) or are recognizable by a change in the address line of the browser used by the user. The Provider is not responsible for the content of these external websites; section 9 remains unaffected.
3.1. The platform can be accessed at any time without registration. To use the functions of the platform, registration as a user is required. The Provider reserves the right to refuse the registration of a user in individual cases without giving reasons. Subject to Section 9, there shall be no claims for damages against the Provider arising from the rejection of an interested party.
3.2. The registration is done via an electronic registration form on the platform using an e-mail address and a password to be chosen by the user. At any time until the data entered in this form is sent, it can be corrected by overwriting it or the registration process can be cancelled by closing the browser window. By clicking the button "Register For Free" or „Sign in with Google“, the user submits a legally binding contractual offer to the Provider. This will be confirmed or rejected by the Provider without delay.
3.3. In order to avoid abusive registrations, after the form has been submitted to the Provider, the registration will be confirmed immediately by e-mail to the e-mail address specified in the form. The account opening is confirmed via the activation link contained therein.
3.4. The information and data provided by the User in the profile or the data published via the platform, in particular the data requested during registration or in the context of a profile creation, must be provided completely and truthfully and kept up to date; this also applies to such data that is not mandatory but voluntarily provided by the User to supplement the user or smart-city-provider profile. This applies in particular to data and performance features relevant to the conclusion of a contract, such as information on products, services, performance features and other special features. If the user's data or the essential characteristics stored in a smart-city-provider- profile change, the authorized user is obligated to update them immediately.
3.5. Users may only create profiles for natural persons, companies, organizations, universities, cities, municipalities, governments, or smart city solutions if they have been authorized to do so by the respective legal entity. The creating user is solely responsible for the data and information stored in such a profile. The Provider is entitled at any time to demand proof from the creating user that enables verification of the power of representation. If the proof cannot be provided beyond doubt, the Provider is entitled to temporarily block or permanently delete the corresponding profile.
3.6. Subject to section 9, the Provider is not liable for the accuracy and completeness of the information in the member profile and the advertisements published via the platform. Each User is obliged to inform himself in an appropriate manner about the details and identities of other users and Providers of smart-city-solution as well as the power of disposal of the respective other possible contractual partner.
3.7. The User is obligated to maintain the confidentiality of his password and to protect it from unauthorized use by third parties. The user is obliged to change the password at regular intervals. If the User becomes aware of a misuse of his access data, if there is a possibility or a threat of such a misuse, the User shall inform the Provider thereof without undue delay. The user is liable for any misuse of his member profile; this does not apply if the user is not responsible for the misuse.
4.1. The Provider's main service obligation is to provide the platform. The Provider does not offer any smart city solutions itself. Any contractual relationships established or initiated via the platform are therefore exclusively between the Users or Providers.
4.2. The profiles and advertisements displayed on the platform are created exclusively by the Users on their own authority, so that the Provider assumes no liability for their content or the accuracy and completeness of the information, unless the Provider was made aware of the incorrect content of a representation and had sufficient time to check it. The Provider cannot guarantee the true identity of the users and Providers as well as the power of disposal and performance characteristics of the presented profiles, offers and advertisements. Section 3.5 shall apply accordingly.
4.3. All contracts mediated via the platform are subject to the performance characteristics and specifications agreed between the respective contracting parties. The execution of contracts concluded via the platform is the sole responsibility of the respective contracting parties. The Provider shall forward the inquiries generated via the platform to the respective User as a messenger. In the event that Users transmit binding offers via the Provider, the receiving User is not obligated to accept them.
4.4. The Provider does not assume any warranty for the fulfillment of contracts mediated via the platform or otherwise, nor any liability for material defects or defects of title. Furthermore, the Provider is under no obligation to ensure the fulfillment of the contracts concluded between the contracting parties.
5.1. Registration as a user is free of charge. In order to use the additional services offered by the Provider via the platform, the booking of a premium account is required. Pricing, content, scope of services, duration as well as payment and cancellation modalities for Premium Accounts are set out in the current service descriptions of the various Premium Accounts and are summarized there in a complete and transparent manner. All prices shown are inclusive VAT.
5.2. The fees for Premium Accounts are payable in advance for the selected billing period. Payment by credit card is offered as a means of payment.
5.3. To purchase a premium account, the User must select the desired premium model on the order page in the category "Chosen Product " and the desired billing period under "Chosen Billing Cycle". The user must also provide complete and correct contact information and details of the payment method. By clicking on the "Book Now" button, the user submits a binding offer to conclude the desired additional services. By confirming the booking, the Provider accepts the offer, whereby a contract for the selected additional services is concluded.
5.4. Invoices are issued digitally; paper invoices are not issued. All invoices are stored in the User's account on the platform and can be accessed there at any time in the section "Account & Billing". The invoices are stored online and will only be sent by e-mail when the contract is concluded, not for subsequent invoices.
5.5. Individual services of the Provider, which are provided via the platform, may be subject to a charge in the future. The User will be informed of this at the latest before the first use of a chargeable service. Before using a chargeable service for the first time, the User must confirm that he has been informed about the chargeability of the service and the amount of the costs and that he agrees to the chargeable use of the service.
6.1. When concluding a distance selling transaction (electronic media business), consumers in the EU generally have a statutory right of revocation, which the Provider informs about below. This also applies to the use of additional services purchased via the platform. Thus, orders for digital content can be revoked within 14 days from the date of purchase as follows:
Users have the right to revoke orders placed via the platform within fourteen days without giving any reason. The revocation period is fourteen days from the date of conclusion of the contract. To exercise your right of withdrawal, you must inform us, bee smart city GmbH, Wiesenstraße 35, 45473 Mülheim an der Ruhr, Germany, e-mail [email protected] of your decision to withdraw from this contract by means of a clear declaration (e.g. a letter, fax or e-mail sent by post). For this purpose, you may use the model revocation form below, which, however, is not mandatory. In order to comply with the withdrawal period, it is sufficient that you send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period.
Consequences of the revocation
In the event of an effective revocation, the services received by both parties shall be returned and any benefits derived (e.g. interest) shall be surrendered. If you are unable to return or surrender the received performance and benefits (e.g. benefits of use), or are only able to do so in part or in a deteriorated condition, you must compensate us for the loss of value. This may mean that you must nevertheless fulfill the contractual payment obligations for the period until revocation. Obligations to refund payments must be fulfilled within 30 days. The period begins for you with the dispatch of your revocation, for us with its receipt. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged for this repayment.
- End of the cancellation policy -
6.2. Sample cancellation form
(If you wish to cancel a purchase, please fill out this form and return it to us).
To: bee smart city GmbH, Wiesenstraße 35, 45473 Mülheim an der Ruhr (Germany), I/we (*) hereby revoke the contract concluded by me/us (*) via the bee smart city platform. Concluded on (*) Name of the consumer(s) Address of the consumer(s) Signature of the consumer(s) (only in case of paper communication) Date ___________
(*) Delete where inapplicable.
6.3. Special note on premium services: Premium services involve the provision of "Digital Content", which is made available in a password-protected customer area. The revocation of orders for such digital content may be excluded if the user has started to retrieve or display the content, see §§ 312f para.3, 356 para.5 BGB (German Civil Code). This is the case, for example, when the ordered services are used by the user. Before the first display or retrieval of paid content, you may be informed that you may lose your consumer right of withdrawal in the event of retrieval. By clicking on the corresponding check box, you confirm to start the execution of the contract before the end of the withdrawal period and to waive your right of withdrawal in case of retrieval or display.
7.1. The contractual relationship regarding the use of the platform shall run for an indefinite period of time.
7.2. The User may terminate the contractual relationship for the Basic Account at any time without observing a notice period and without giving reasons. For this purpose, the User shall send the declaration of termination to [email protected] Legal transactions concluded via the platform between Users and Providers shall not be affected by such termination but shall be fulfilled in full.
7.3. Premium Accounts can be terminated at the end of the respective agreed term without observing a notice period and without giving reasons. For this purpose, the User has to click the button „Cancel Subscription“ in the profile management under "Account & Billing". The Premium Account is only effectively terminated when the user has been shown the confirmation of termination in the browser. If a Premium Account is terminated, the user contract for the Basic Account shall remain in force as long as it is not terminated separately in accordance with Section 7.2.
7.4. If the User does not terminate the booked additional services of a Premium Account within the respective applicable term, the Premium Account shall be automatically extended again by the originally agreed term for the respective booked additional service.
7.5. The right to extraordinary termination for good cause remains unaffected. An important reason for the Provider exists in particular if the User culpably violates the provisions of these ToU.
8.1. The User is entitled and obliged to use the platform exclusively for his own commercial purposes.
8.2. The Provider is merely a technical service Provider. The content posted by Users via the platform is merely stored by the Provider. Likewise, the Provider does not supervise Users or issue instructions to them. Therefore, it is third-party content for the Provider.
8.3 The User himself is responsible for compliance with the statutory provisions regarding the content posted for the User. Each user must observe the applicable law and protect the rights of third parties. In particular, users are prohibited from
8.4. The User shall make backups of the content posted by him on the Platform at intervals appropriate to the significance of the content ("Backups"). The Provider is only obliged to create backups if this is part of the services to be provided to the User according to the service description.
9.1. Unless otherwise stated in these ToU, the Provider shall only be liable for intent and gross negligence. This applies accordingly to legal representatives and vicarious agents including subcontractors.
9.2. The availability of the Platform pursuant to Section 2.3 may be temporarily restricted in whole or in part due to technical disruptions for which the Provider is not responsible or for reasons of force majeure (power supply and/or Internet failure, fire, explosion, earthquake, severe weather, epidemics, pandemics, floods, industrial action for which the Provider is not responsible), as well as due to the performance of maintenance work that serves to maintain and improve the operability and functionality of the Platform. The Provider shall be liable for the consequences of limited availability exclusively within the scope of availability promised to the User in the service description and only in accordance with Section 9.1.
9.3. The User shall be exclusively liable for breaches of duty by the User. The User shall indemnify the Provider against all claims for payment by other Users and third parties that are asserted against the Provider due to a violation of rights by the content posted for a User and/or due to the User's use of the platform. The User shall assume, upon first request, all reasonable costs incurred by the Provider as a result of such an infringement. This includes in particular the necessary costs of legal defense. This shall not apply if the User is not responsible for the infringement. Other claims of the Provider against the User shall remain unaffected.
9.4. If the User's content is lost, the Provider shall only be liable for this in accordance with this Section 9 if the User has fulfilled his obligations to create backups in accordance with Section 8.4.
The Provider may impose one or more sanctions on the User at its reasonable discretion (§ 315 BGB), taking into account the interests of the User, if the User has violated these ToU or if there is good cause as defined in section 7.5 of these ToU. The severity of the sanctions shall be based on the severity of the User's violation. The sanction shall remain in force until the sanctioned act has been stopped by the user and any risk of repetition has been eliminated. Sanctions that may be considered are: (i) the deactivation or blocking of individual services or content for the affected user (ii) the deletion of the content posted for the user, as well as (iii) the complete blocking of access to the platform including the user account. The right to extraordinary termination for cause by the Provider pursuant to Section 7.5 shall remain unaffected by this, as shall the assertion of further claims.
The EU Commission has created an Internet platform for online dispute resolution. The platform serves as a contact point for the out-of-court settlement of disputes concerning contractual obligations arising from online purchase contracts. More information is available at the following link: http://ec.europa.eu/consumers/odr. The Provider is neither willing nor obliged to participate in a dispute resolution procedure before a consumer arbitration board.
12.1. The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict of laws provisions; Article 3 of the Introductory Act to the German Civil Code (EGBGB) shall remain unaffected. If the User has his habitual residence in another country within the EU/EEA at the time of the establishment of the membership, the application of mandatory legal provisions of this country shall remain unaffected by the choice of law made in these ToU.
12.2. The Provider is entitled to transfer the contractual relationship with the User to a third party ("Contract Transfer"). The Provider shall inform the User of this in text form at least one calendar month before the date of the contract transfer. If the User declares the termination of his membership including any chargeable services in text form within one calendar month after receipt of this information, the membership shall end at the latest at the time of the contract transfer. Otherwise, the membership with all rights and obligations shall be transferred to the third party as it existed between the User and the Provider at the time of the transfer of the contract.
12.3. No verbal collateral agreements have been made. Amendments and supplements to these ToU as well as all declarations of the parties relating to the membership must be made in text form. This also applies to the cancellation of the formal requirement.
12.4. If the User is an entrepreneur within the meaning of § 14 BGB (German Civil Code), the place of jurisdiction for all disputes arising from the contractual relationship shall be the registered office of the Provider.